Dawn
by stcrmpilot
Summary: The Doctor must come to terms with his experiences on Midnight.
1. Chapter 1

**A/N** : I finally had a go at Midnight! Be warned, this is rated M for the fact that I explore the incident with the creature as essentially rape. I'm going for some pretty strong parallels (at one point I will outright state that a Time Lord would see this as rape) so this may be quite triggering to some.

* * *

The Doctor wasn't alright.

Donna figured that out pretty quickly. She always did, and he always pretended that he was fine. Leave it to him to run from his own vulnerability like he ran around the universe, like he could stop the light from touching the darkest corners of his mind if he fled fast enough. It was a game for them: he ran until he was ready to turn and face whatever was bothering him, and then he went romping off all over again.

But this felt different, somehow. This time, he wasn't making a show of it. His charades drove her bloody mad sometimes, but they were predictable and constant, one of few sources of stability in amongst the chaos of their life together. Donna couldn't recall a time when he hadn't been able to muster up the strength to pretend he was alright, but here he was in front of her, looking more openly, utterly defeated than she'd ever seen him. And now that he was too far gone to play, she was surprised to find herself missing the game dearly.

He hadn't been able to get the door of the TARDIS open, when they'd finally gotten away from the authorities in the leisure palace. His hands were shaking too hard to line up the key. When Donna had stepped forward to help, taking it gently from between his clenched fingers and turning the lock for him, he had entered without a word and without a glance. That had scared her, perhaps more than his brief account of what had happened on the shuttle bus. That was when she'd known the nightmare wasn't over.

"Going to take a shower."

Donna looked up at the Doctor from her spot on the jumpseat. He said it so quietly she wasn't sure she'd heard right. He was leaning heavily on the edge of the console, his back to her, one hand fiddling absently with a series of switches. If she hadn't already made sure he wasn't injured, she might have thought he was in pain.

He didn't give her time to respond before he went for the hallways, off to get lost in the never-ending maze that was his ship. She stood suddenly, grabbing his wrist, and he stopped in his tracks without turning around; she hadn't even realized she didn't want him to leave until she did it.

"Doctor…" she began. She'd meant to say something, something important. Anything to get him to stay. But nothing came to her.

Her shoulders sagged, and she let go of his hand. "Call if you need me," she muttered, and sat back down.

The Doctor nodded shortly and left the console room.

 _Running again,_ she thought. Now they had left the leisure palace, the adrenaline-fueled strength seemed to have abandoned her and exhaustion was setting in. She rubbed her hands over her face, swept her hair out of her face, and smiled when she realized what a Doctor-ish gesture it was. The smile was gone almost as soon as it appeared.

It was clear to her that she hadn't gotten the full story of his ordeal; she knew him well enough to recognize that he'd been deeply disturbed by whatever had happened on Midnight, and although she could certainly understand why, she couldn't shake the feeling that there was something more to it. He had the same routine, every time something went very, very wrong, and this was supposed to be the phase where he lied to himself for as long as possible. It seemed he had skipped right over that and gone straight into… well, she didn't know yet. Something bad.

The Doctor had gotten quite good at processing stuff like this over the centuries—he had to be, to do what he did every day—but she was still worried about him. The way he'd told her about it, how he hadn't been able to look her in the eye at first, had initially made her think he would end the tale by admitting he'd killed the creature. Instead, as she'd discovered, he'd nearly been killed himself. He felt guilty for what had happened (as usual, Donna couldn't fathom why) and that was never a good place for him to be. He could rationalize fear, and pain, and grief; guilt, he didn't take so well.

If only she'd been there. The Doctor had practically begged her to come with him, and she'd refused in favour of, what, sitting by the pool? Why hadn't she just gone?

Could that be why he was upset? Was he mad at her, for not being there? She couldn't help but wonder. She knew she could have stopped half the events he'd recounted; no bloody tourist would have tried to throw him out an airlock on her watch.

But just as soon as the thought occurred to her, it was discarded. He'd never hold that against her. She was the one who was really mad at herself for not going, and it wasn't fair to project that on him. Blaming herself wasn't going to help either of them.

Donna was torn out of her train of thought by a pained, shuddering noise from the TARDIS. The lights in the console room flickered briefly, off and on again, and a tremble passed through the floor. She stood up, looking around the chamber.

"What is it, girl?" she asked aloud. She still had difficulty talking with just her mind.

She felt the tickle of the ship's consciousness brushing her own—a weak sensation, due to her lack of a Time Lord's telepathic ability—and a distinct sense of mourning washed over her. _Need you,_ the ship murmured. _Go._

By now, Donna was used to the way the TARDIS spoke in her mind, more in impressions than words, and she knew she meant the Doctor. The Doctor needed her.

Worry trickled into their bond, and Donna wasn't sure whether it was hers or the ship's. "Is he alright?" she asked.

The TARDIS gave a hum that felt distinctly negative.

She shut her eyes. "Can't he ever just ask for help?" she said imploringly. Though her tone was rather exasperated, the words held little weight. She knew the answer, and she couldn't bring herself to be upset.

A low keening, humorous and sad at once, rumbled around the room. _Afraid,_ she supplied. _Ashamed._

"Yeah." She sighed. "He in his room?"

The TARDIS gave her mental equivalent of a nod.

"Right. Thanks, love."

 _Apologies._

Donna paused, wondering what she meant, before she exited the console room through an open door, leaving the ship's mind behind to watch from afar. She walked quickly through the twisting halls along the familiar path to the Doctor's bedroom, almost dreading what she would find. That was new too, she realized, and her dread only multiplied.

* * *

The Doctor fumbled with the buttons of his shirt, growing more and more desperate as he struggled to get it off. He was shaking all over; he felt like he couldn't breathe. He knew the symptoms all too well, but right then he couldn't remember ever having less control over them. He was spiraling, and he knew it. All he needed was to undo his collar, loosen his tie, and—when had his clothes gotten so tight?—and then he would be alright. He just needed to breathe.

But when he finally managed to get his tie off and unbutton his shirt, feeling again that gut-wrenching feeling of claustrophobia every time the tight sleeves caught on his shoulders or wrists, he found no relief. He yanked his undershirt over his head, stepped out of his shoes and trousers and stood there, next to his bed, his breaths coming in rapid pants that sounded uncomfortably loud in the silence of his darkened room.

 _Shower,_ he reminded himself. _Need a shower. Something normal._

He turned to the en suite—a bit too fast, apparently, because the room spun around him and his knees went weak, pinpoints of grey prickling at the edges of his vision. He fell to the floor, grabbing at the nightstand in front of him to keep himself steady, and tried to catch his breath.

Then it wasn't his nightstand in front of him, it was the face of Sky Silvestry; and he wasn't in his room, he was crouched at the back of a Crusader shuttle bus. The seats had been torn up and people were shouting and she was staring at him and he couldn't move, couldn't talk, couldn't save himself…

A choked sob escaped him. He turned and sat with his back against the bed frame, his legs half-folded under him. His hands went to his face, swept over his mouth, pinched the bridge of his nose like he had a headache. He carded his fingers through his hair, just to prove he could.

 _Moving: check!_ he thought, and it brought a weak smile to his face. It sounded properly like him, not like the creature. That was _his_ thought. He held onto it, and it was just enough to give him back some semblance of control.

 _Right. Okay. Next, breathing._

He swallowed hard, trying to wet his mouth, and slowly forced himself into his routine. Twelve seconds in; twenty-one holding; twenty-four out. He counted out each increment in his head, painstakingly, refusing to think of anything but the rise and fall of his chest and the feel of the air filling and leaving his lungs. It took several long, horrible minutes before he felt any better, the feeling of suffocation slowly fading. His throat seemed to relax, the knot in his chest loosen, and he let his head fall back against the mattress, drawing deep, slow breaths.

He wasn't calm, not by a long shot, but the worst of the panic attack appeared to be over. He got the feeling it wouldn't be his last of the day—he'd been fighting this one back for hours, while he'd dealt with the authorities on Midnight—and it hadn't been the first. A shudder ran up his spine, just remembering the time during which that… that creature had been inside his mind, picking its way through his thoughts and memories like a spider searching its web for a juicy bit of prey, seizing control in a way he wouldn't have thought possible. He was a Time Lord, used to having complete control over his telepathic abilities. He should have been able to fight it off.

He should have been able to do a lot of things, but he had been so helpless, so trapped, so very, very scared. To say it had bothered him would be an understatement. He'd never felt a fear like that; for all the times he'd been imprisoned in his life, he'd never had the comfort of his own mind stolen from him so completely. He wondered when he would get it back. It was a very strange sensation, to feel uneasy within his own consciousness, as if he didn't quite own it anymore. Like someone else was lurking there, just waiting to take back the wheel. He was hardly a control freak, but he couldn't handle losing his autonomy. (Now, didn't that just about sum up his life?)

And how cruel was that? He wasn't even sure the creature on Midnight could comprehend the consequences of its actions, despite its obvious intelligence—every species saw the universe a bit differently, after all—but he couldn't really bring himself to care. Every species had its own version of what that creature had done. Every species could understand the need for a place where they didn't have to worry about their own safety and security. To a Time Lord the mind was a sanctuary, and now he didn't get to have that. He needed somewhere he could let his guard down, _somewhere_ in a universe filled with fear and suffering where he didn't have to be scared, and he didn't get it. It wasn't fair.

 _It's not_ fair _!_

The Doctor pressed a hand over his mouth, taking a shuddering breath to try to force the thoughts away, into the back of his mind. A quiet whimper escaped from behind his fingers as tears welled in his eyes, hot and stinging. He didn't want to cry over this—he wanted to forget about it, go back to the console room and fly off somewhere fun—but he didn't seem to have a say in the matter. He drew his knees up to his chest and crossed his arms over top, burying his head in the crook of his elbow. Suddenly, the TARDIS's questioning presence in his mind was far too much to bear; he pushed her roughly out of his consciousness and built up every psychic barrier he could, turning his mind into a fortress. She let him, drawing away, running off to some other part of the ship. He felt a pang of guilt, knowing he'd hurt her, but he couldn't stand sharing his mind right now.

The Doctor didn't detect Donna's presence, when she appeared several minutes later, until she said his name. He looked up sharply, hearts skipping a beat before he realized who it was, to find her standing just inside his bedroom.

"Donna," he rasped, surprised to find his voice so rough and raw.

"Looks like you almost got to your shower," she teased, nodding at the clothes scattered all across the floor.

He remembered that he was only wearing his pants and he muttered an apology. He sniffled, wiping tears from his cheeks.

Donna sighed softly, and walked over to his bed. She sat on the floor next to him and slipped an arm around his bare shoulders, her other hand moving over his hearts as if taking his pulse. The Doctor had to choke back a sob, his resolution dissolving under her warm human touch, so different from the icy grasp of the creature on Midnight.

"It's alright," she whispered, rubbing his chest soothingly. "You're safe now. It's over."

For some reason, that was what did him in. He turned towards her and curled into her embrace, hiding his face in the crook of her neck as he broke down, his whole body shaking with the force of his silent sobs. With trembling hands he pulled her tight against him, and she hugged him back even harder.

It was a long time before they moved.

Finally, Donna helped the Doctor up off the floor and sat him on the bed. She wrapped the sheets around his bare shoulders and filled him up a glass of water from the bathroom, which he drank like he'd gone without for a week; she refilled it and placed it on the nightstand for later.

Looking down at the Doctor's slumped form, she pursed her lips sadly. "You said you were fine," she said softly. "At the leisure palace, you said you weren't hurt."

Fresh tears pricked at his eyes. Almost too quiet to hear, he said, "I am fine."

He wasn't. He wouldn't even try to deny it to himself, not this time, but Donna was another story. She could not know the truth of what had happened. Oh, of course she would never deliberately hurt him, but he knew how people reacted to things like this and he knew how she would look at him, if he told her. It would break him.

Sorrow crossed her features, quickly hidden under a mask of calm empathy; she knew he didn't like to feel pitied. She walked around the other side of the bed, tossed her outerwear on the floor and climbed under the covers, shifting to face him as he sat with his back to her.

"Doctor." She reached out to touch his arm. "Doctor, come here. Lie down. C'mon."

Avoiding her gaze, the Doctor let the blankets fall from his shoulders and crawled underneath, relaxing a bit at the feeling of heavy warmth pressing down on his body. Donna rolled onto her back, pulled him to her side, and he rested his head on her shoulder with a shiver. He draped an arm over her, fingers clutching at her shirt, and she wrapped hers around him. One hand moved to play with his hair.

"Get some rest," she whispered. "You'll feel better in the morning."

He squeezed his eyes shut and nestled closer to her. He couldn't bring himself to tell her that he didn't think he would. But this was something. It was nice. She was so good to him.

 _You really expect her to help you now?_

The thought came unbidden and sent a fresh jolt of fear into his chest. He wasn't entirely sure why. Then came the guilt, once again, and that he understood. He went back to focusing on his breaths, if only to avoid thinking about anything else, and eventually drifted into a fitful sleep, his mind filled with the prickling of the creature's consciousness pressed against his.

* * *

He woke up, gasping, not an hour later, and he wasted no time in untangling himself from the sheets and Donna's arms and getting into the shower. He turned the water as hot as he could take and stood under the spray, letting it run down his face and body, washing away all the dirt and sweat that had accumulated over that six hour trip. He wanted so badly to feel clean, and distantly he knew that water and soap wouldn't make a difference, but he was tired and spent and not quite thinking right. He scrubbed at his skin until it was too painful to keep going, and gave up with tears in his eyes.

When he finally got out and finished drying off, Donna was sitting up in bed. She must have been disturbed when he'd gotten up, or perhaps by the sound of the water. Mumbling his apologies, he climbed back into bed, wincing visibly as his raw skin brushed against the sheets, wincing again at the look on Donna's face.

Then she covered his hand with hers, too tired to hide the concern on her face, and asked why he'd done it. He opened his mouth to respond before he realized he had no answer.


	2. Chapter 2

Fourteen days passed before the Doctor tried in earnest to sleep again. He'd been keeping busy in the meantime—very busy, in fact. He hardly stopped for a moment, either working somewhere deep in the TARDIS or taking Donna on short little trips. He barely ate and barely rested; he would disappear for hours on end and go days without speaking more than a sentence at a time. There were no tangential ramblings, no joking around, none of the usual mirth that was omnipresent around him. He didn't praise and stroke the TARDIS like he usually did, and if she hadn't known better, Donna would've thought he was avoiding the both of them. She'd never seen him act so unlike himself, and it scared the hell out of her.

He hadn't talked about it yet (that was what she called the trip to Midnight in her head now: _it,_ for lack of a better descriptor) and she hadn't asked him to. It pained her, watching him struggle through his days and try to pretend otherwise, but she knew he would talk when he was ready. Until then, she resigned herself to giving him the small comforts he needed: settling into whatever routine he liked, reminding him to eat or take a break when he went too long without, alternately staying with him and giving him his space. She couldn't claim to understand what was going on in his head, why he was so reluctant to talk to her, but she knew he was trying, in all the ways he knew how. She wasn't known for her patience, but it seemed she had found an untapped reservoir. Honestly, she had needed it.

Donna had eventually gotten a rough idea of the limits of a Time Lord's physiology, with the help of some snooping in the library, and she knew two weeks was much too long for the Doctor to go without sleep. Like a human, he couldn't survive without a bare minimum amount, and he hadn't been getting it. He was falling asleep on his feet by the time he finally agreed to come to bed, quite literally: he'd passed out on the floor of the console room for a few seconds before waking up again, and once more on the way to his bedroom. It just about broke her heart; in all their time together, he had never gotten this bad. He must have been so terrified.

But he did, finally, get to sleep, and in his exhausted daze Donna had discovered something new and thrilling about him: he loved being the little spoon. She was currently trying to reconcile the instinct to tease him relentlessly for it and the fact that it was really quite adorable. Being an alien who didn't need as much sleep as she did, as well as a frequent insomniac, he usually didn't let them get all tangled up together when they slept in the same bed, preferring to keep separate so he didn't wake her when he got up. Tonight, he'd been willing to try anything, and after some lighthearted mockery Donna had been more than happy to oblige.

It was so very _him_ that she couldn't help but smile against the back of his neck, tightening her hold around his middle. The TARDIS was late in her night cycle and Donna was beginning to doze off. She'd tried to stay awake for when he needed her again—they both knew he probably wouldn't be able to sleep through the night, even in his half-dead state—but she was exhausted too. She'd had her fair share of nightmares in the last two weeks, mostly involving him.

She had only just fallen asleep properly when the Doctor tensed up in her arms, his hands making fists in the sheets. It took her some time to struggle back to awareness and realize that he was no longer sleeping soundly. His hearts had picked up to an alarming rate, although they still felt slow compared to hers, and his breathing had grown ragged. She blinked away the drowsiness, rubbing at her eyes as she sat up.

The Doctor was lying on his side, one knee bent towards his chest, his face smushed into the pillow. His hair was a mess, damp with sweat and flattened on one side, and she ran her fingers through it to smooth it down. His brow was knit and his jaw clenched in an expression of pain; occasionally he would mutter something in a language she didn't think was English. Then the mutters turned to quiet shouts, muffled by his pillow, and she knew she couldn't let him stay inside his head.

"Hey, Spaceman," she said, shaking him by the arm. "C'mon, Doctor, wake up. 'S just a dream."

She stroked his hair again, her fingers just brushing across his forehead and temple, and he woke with a cry and a jolt, struggling for a moment against the confines of the sheets before he managed to throw them off and sit up, gasping. Donna put a hand on his shoulder, steadying him, until he realized where he was.

"Donna," he breathed. He slumped forward, all the tension leaving his body at once, and let his forehead fall on her shoulder. "Oh, gods, it's you."

She wrapped her arms loosely around him, rubbing his back. "You alright?" she asked after a moment.

His only response was to hug her, a shudder running through his body. Patches of sweat darkened his shirt, and he was trembling. Donna had gathered that his relationship with sleep had never quite been healthy, but lately—since she'd begun joining him—he'd been much more willing to work at it. Besides that first night after the incident, he hadn't woken up like this in a while. Weeks, in fact.

She realized that he wasn't calming down like he usually did; she could feel the pounding of his hearts against her chest, and hear his laboured breaths. She drew back, holding his arms, and he grasped hers in return, head bowed as he struggled to take in enough air.

"Hey, hey," she said, brows knit in concern. "Easy there. It's alright, you're safe. You're in the TARDIS." Instinctively, she moved her hand to gently brush her thumb over the sensitive spot in his left shoulder, and he relaxed a bit at the familiar gesture. (The library had an abundance of books on Time Lord physiology, and although she had little interest in the biological sciences she had read the ones she could make sense of, in case he was ever injured and unable to talk her through his own treatment. And if she found herself some blackmail material in the process, well, she considered it her reward for looking after his stupid arse.)

"Alright, now just breathe," she murmured. "Respiratory bypass?"

He shook his head, focused on his task. "Hard to… to switch," he panted. "When I'm…"

"Don't worry about it," she reassured him. "Just breathe. Everything's okay, you're safe."

It took a few minutes, but he did manage to calm himself down, bit by bit. (He'd been doing that a lot lately, Donna reflected.) He started to shiver as the sweat cooled on his skin, and Donna got him to sit back against the pillows, pulling the covers over him. She sat next to him in silence for a while, holding his hand, before she finally spoke again.

"I think it's time to talk about this."

The Doctor's eyes darted to her and away again. "No," he said shortly.

Donna opened her mouth and closed it again, taken by surprise. "Doctor, I–"

"I said no," he snapped. His expression hardened. "I don't want to."

There was an uncomfortable moment of silence, while Donna tried to decide whether to press the issue. She didn't want to upset him. But then again, no matter how ardently he denied it, he was already upset.

She sighed, steeling herself. "You can't keep doing this," she said quietly. "You always do this, you keep it all in and it gets to you." He glanced at her. "What, you think I don't notice? It's not healthy. I don't know what's bothering you about this whole thing but you can't just– just ignore it for a week or two and hope it goes away."

To her surprise, she saw tears gathering in his eyes. He turned away and sniffed, trying unsuccessfully to keep his composure. It was a moment before he managed to muster up a response.

"I can't," he said hoarsely, shaking his head. "I– I can't talk about it. I just–" He broke off, letting go of her to lean his head in his hands, hiding his face.

"I promise you can," she said, imploring. "You can talk to me about anything, you know that."

"'S not you," he muttered.

"Then what?" All the turmoil of the last couple weeks, all the concern and desperation and anger that she'd been trying to hide seemed to burst out of her right then. " _What_ , Doctor? What could possibly be so bad that you can't tell me?" She distantly recognized that her voice was growing in volume, but she couldn't bring herself to care. "Don't you realize what you're doing to yourself? It's been two weeks, Doctor, _two weeks_ since you last slept, you are killing yourself! Don't you get it?"

He didn't respond. Donna bit her lip, fighting back a sob as tears of frustration burned in her eyes. She took a shuddering breath.

"Is it something I said?" she asked, her tone carefully measured.

"No," said the Doctor.

"Something I did?"

"No!"

"Then why?" she cried. "Please, _please_ , just talk to me! Don't do this!"

He stared at her, mouth slightly agape as he struggled for an answer. She could see him formulating responses, thinking them over and discarding each one. In the end, he settled on saying nothing; with a little shake of his head he rocked forward and pressed the heels of his hands against his eyes. She didn't realize he'd started crying until she saw the shake of his wiry frame, and guilt twisted at her stomach.

"Oh, God…" she whispered, reaching out a tentative hand to rest on his shoulder. "I'm sorry, Doctor, I wasn't thinking, I didn't–"

He stopped her with a shake of his head. "You…" He sniffed, wiping quickly at his eyes. "You're right," he admitted with a crack in his voice. "You're right, and I'm sorry, I'm so sorry."

"No," Donna protested gently. "Don't be sorry, okay? I just want you to be alright."

He took a deep breath to calm himself, redirecting his eyes towards the ceiling. "S'pose I should be thanking you, then."

She ran her hand idly down his arm, taking his hand in hers. "Can we talk?" she asked softly.

The Doctor's eyes wandered back to meet hers. "You sure you're alright with this?" he mumbled. "You don't have to look after me."

She shuffled down the bed and rested her head on his chest with a sigh, laying one arm over his body. She figured he might find it easier not to look at her. "Tell me what you're feeling," she said. "What do you need?"

The Doctor was silent for a long time. Donna wasn't sure whether he was still reluctant or just searching for the right words.

"I… I feel…" He paused. "Unclean," he said quietly.

That gave her pause. A sickening pause. "What d'you mean?" she asked.

He drew a deep breath. "There's… there's something wrong with me," he said. "I don't want to be in my mind. Doesn't feel like it's mine, not anymore. It's like I've lost control." He shuddered. "I thought it would stop once I moved on but I can't. I can't stop thinking about it."

Donna glanced up at him. "Why not?"

"Because it…" He cleared his throat. "It was uncomfortable. It made me afraid. I keep feeling the same things that I did in that moment, over and over, and yes, I know, I should know how to deal with that. Dunno why I can't, this time," he muttered.

Again, she got the horrible feeling that she was missing something vital about this whole situation. "Doctor…" she said hesitantly. "I know there's something you aren't telling me. Or maybe you have, and I just didn't understand."

The Doctor went quiet again, except for the occasional sniffle.

"Tell me," she murmured. "Tell me what happened. What did that creature do to you?"

He took her hand and squeezed it as he steeled himself.

"It– uh…" He blew out a breath. "It used one of the other passengers, Sky, to get inside the bus. It was watching us, learning from how we reacted to it. It was smart, not like you or I, but smart. Sentient. It chose me. It knew I could stop it and it got into my mind and overpowered my consciousness, and…" His voice wavered, and he swallowed hard. "It was so strong. I couldn't move, I couldn't speak–"

"Alright, easy," she said soothingly, sensing that he was hurtling towards a breakdown. She pushed himself up to look at him. "It's over. It's okay now."

"No!" he shouted. "No, bloody hell, no it's not!" His eyes widened and he drew away as if startled by his own reaction. "I'm sorry," he breathed. "I– I didn't–"

"It's okay," she assured him. "Keep going."

The Doctor took a deep breath. "Two people are dead because of me. Because I failed. Oh, I couldn't help myself, I just had to try to talk to the thing. Had to be the hero. No wonder it–" He stopped suddenly with a choked little sound. "No wonder it forced its way into my head. When will I learn?" He laughed. Then, just as suddenly as it had come, all trace of humour was gone from his face. He looked so lost and so afraid with his tear-filled eyes wide, jaw set so his lower lip wouldn't tremble. He redirected his eyes to the ceiling, rubbing a shaking hand over his mouth.

"I'm sorry," he whispered. "Oh– Donna, I'm sorry. I hate how I've let this get to me. Since it happened, I can hardly think about anything else. I still can't believe that thing just… stole so much control from me. And now I don't– I don't have it back, and I don't know why. I want it back. I want…" His breath stuttered as he fought to remain calm, but the tears were already spilling down his cheeks. "I just want to feel like myself, Donna," he said wretchedly. "How come I don't?"

Donna wanted to say a million things in that moment, but she couldn't muster up a single word. She just stared at him, speechless, because she knew those words. She had heard them far too many times in her life; she knew the pattern, she knew how people said them, she knew what people said them about. Never in a million years would she have expected to hear them from the Doctor. From her best friend.

She thought back to the books in the library, and to the few times she had managed to coax a Time Lord fact out of the Doctor. She knew they were a telepathic race, that they could form mental bonds with each other that would allow them to communicate. The Doctor had implied, once, that it was the ultimate act of trust and affection to bond with another Time Lord—like how she spoke with the TARDIS, they would be able to feel each other's emotions, even hear each other's thoughts to an extent—but he'd gotten that bleak look on his face and changed the subject before Donna could inquire further. To a being like that, having something force its mind upon theirs must be horrific.

She realized, then, that she had to ask. She had no idea if it was out-of-bounds, or taboo—it was hard, navigating a relationship with an alien who didn't like to talk about his species—but she had to know.

"Doctor– God, please don't hate me for this," she whispered. "On Midnight…" She swallowed, blinking away tears. "That was… that was like rape, wasn't it? To a Time Lord."

The Doctor flinched back at the words. He averted his gaze, searching the room for anything interesting enough to latch onto, anything to distract him and keep him from breaking down. Settling for his own hands, he laced his fingers together and started fiddling with his thumbs.

He cleared his throat. "I– I'm not… In human terms, I suppose, um, you could…" He trailed off, his gaze defocusing. An odd look came over his face; a cold resignation. "Yeah," he said shortly. "To the best of your understanding, yes."

Donna felt as if the breath had been knocked from her lungs. Her brain, apparently, was unable to produce an appropriate reaction to this news, and certainly not one that the Doctor would find helpful, so she found herself doing nothing at all. She wanted to cry, or yell, or be sick; for a second she thought she might, but instead she took several deep breaths, bringing herself back to the present. Her heart was pounding in her ears, her hands trembling furiously, and she wrung them together to hide it. She desperately wanted to get her hands on the being that had done this to him. But she was sure he wouldn't approve, and he really didn't need any more outbursts from her right now, so she shoved those thoughts into the back of her mind. Then she was left alone with a suffocating, aching grief, and she wondered, not for the first time, how the Doctor could ever bear to let go of his anger.

She slowly drew him into her arms and he sat up to meet her, tentatively returning the hug. With a sudden rush of desperation she tightened her hold on him until she thought it surely must be painful, one hand moving to tangle in his hair, cradling his head against her shoulder. His body shook with silent, heaving sobs as it finally got too much for him to take, and she rocked him back and forth ever so slightly, her vision swimming with tears.

"I'm so sorry," she said, voice cracking. She didn't know what else to say, so she said it until she couldn't get the words out around the lump in her throat. He didn't respond, didn't say a word, and she just held him closer.

When she finally let go of him, reluctantly, his gaze was distant. It was like he wasn't even in the room with her, as if he were seeing the inside of the shuttle bus in his mind's eye.

"Doctor." She sniffed and used her sleeve to dry her cheeks, putting her other hand on his shoulder. "Look at me?"

He seemed to take a moment to process this, before his eyes slowly wandered up to meet hers.

"Stay with me, okay?" She cupped his cheek. "Don't run away. Please. You have to work through this."

He shut his eyes, a shudder running through his skinny frame, and when he opened them again she saw genuine fear there. It was not a good look on him; subconsciously, Donna had always thought of him as the kind of person who wasn't supposed to be afraid of anything, because if he got scared then the rest of the universe was screwed. That was selfish of her, she knew, and he probably got enough of that from everyone else already. And now that she could see how scared he was—scared of talking to her, of reliving it, scared that it would never stop hurting so badly—she wondered how she could have ever let herself fall into that illusion.

Time to change that, she supposed. Somehow.

"Are you happy?" she asked.

He blinked, caught off guard. She was surprised herself, and wasn't quite sure where she'd been going, but she continued.

"I mean… are you happy now?" she said. "After everything you've been through, everything you've seen. After all the times you– you thought you'd never be happy again…" She swallowed, almost afraid to hear his response. "Are you happy?" she whispered.

The Doctor was silent for a long time—or maybe it was mere seconds, Donna couldn't tell. She could practically see his mind racing, going back through his life, compiling, comparing. God, she hated that he had to think about it. She hated the universe sometimes for what it had done to him.

"I know what you're asking," he said softly. "You want me to say it was worth it, to put in the effort. To keep living. You want to hear that I'm glad I haven't–" He stopped abruptly, drawing a shaky breath. "Please, Donna, don't worry about me."

"Of course I'm gonna worry about you," she said, distressed. "I wouldn't worry if you weren't such a worrying person!"

The Doctor looked up at her. His eyes were sad, but she saw that spark in them that she knew so well, that she hadn't seen nearly enough of these past weeks. A smile quirked at the corners of his lips.

"Yeah," he said. "I'm happy."

Donna felt some of the tension unravel in her chest, and she let out something halfway between a sob and a sigh of relief. "You're going to be alright," she promised. "You've made it through so much. You're the strongest person I've ever known, you just need a reminder every now and again, that's all." Her hands moved down to grasp his. "And I'm here for you through all of it, okay? I swear."

The Doctor sniffled, gaze falling to their joined hands. "Oh, you're right, Donna," he said. "Course you're right."

Donna kissed his forehead and wrapped her arms around him again. "I love you," she whispered.

"Love you too." His voice broke on the last word, and he hugged her close to him, hiding his face in her hair. He chuckled after a moment, his breath tickling her neck.

"What?" Donna asked.

"I'm an idiot," he said, his shoulders shaking a bit with laughter.

"Well, I knew that," she teased. She drew back. "What d'you mean?"

"I just–" He swallowed, reaching out to rub her arm gently. "I forget, sometimes, how different you are from me. And not in a bad way," he added, "no, that's your best quality, frankly. But you humans… for all we look alike, I forget that we aren't the same."

Seeing her blank look, he continued, "What I mean is, you– of course, you wouldn't understand the implications of this. For me, I mean." He fidgeted, suddenly uncomfortable under her gaze. "I should've told you sooner. I just…" He squeezed his eyes shut. "I didn't want you to think badly of me. Should've known better, but I didn't think I could handle it if you… reacted how my people would have."

It took Donna a moment to understand. "Oh, Doctor…"

"I know, I know," he muttered. "Stupid old me." After a moment, he sighed. "On Gallifrey, in my time, power was everything. Power and control. The Time Lords were a proud race, secure in the knowledge that we were—supposedly, of course—superior to all other species. And it was the same amongst ourselves, class structure was very important. 'Course, I was never very good at any of that." He gave a lopsided smile. Then his expression turned somber. "Always was a disgrace to my species."

"Don't say that," Donna implored.

"If they knew…" he continued, as if she hadn't spoken. He took a shaky breath. "It's not so much about having something else in my mind with me—this wouldn't be the first time that's happened, it's an occupational hazard for a telepathic traveller. Though not a terribly enjoyable one. No, it's about the dominance." His voice seemed to drip with acid. "They would think it's shameful, to be used as a– a vessel. To be rendered helpless by a lesser being."

Donna regarded him for a moment, the pain and anger—or could that be self-hatred?—written across his drawn features. "Is that why you didn't tell me?" she asked quietly. "You were scared that I'd judge you? That I'd think you were weak?" She couldn't help but feel a little hurt by that. It wasn't his fault, she knew, but… Did he really believe she would do that to him?

"I don't know," he muttered. "I really don't." He blew out a breath, shaking his head. "I'm having trouble looking at this objectively," he admitted. "I would never, ever tell another person the things I've been telling myself. I don't believe them. I know they aren't true, I do. But it feels like they are, and…" Swallowing hard, he said in a wavering voice, "And it feels wrong to tell myself otherwise. As if I'm abandoning my people, I– I don't know."

It was hard to remember, sometimes, just how different their lives were. She'd never considered that he might feel guilty for letting go of certain parts of his life on Gallifrey, however messed up they might have been, however badly they hurt him. He seemed so human, so much of the time; it was easy to forget that he didn't have the kind of support the rest of the universe took for granted. He didn't have anyone who truly understood him. And now, facing an issue unique, in part, to his species, he was alone.

Donna refocused herself, gathering her resolve. Neither of them could afford to think like that right now. "And what is it that you're telling yourself?" she asked hesitantly. She didn't want to know the answer—she knew it would break her heart—but he needed to say it. There was a lot he still needed to say.

As if sensing her trepidation, his expression shuttered. "It, ah… it's not important," he muttered.

She levelled him with a firm stare.

After a moment of silence, during which he seemed to be judging how much secrecy he could get away with, he gave a shaky exhale. "This, all of this… It's really hard to talk about," he admitted. "I know you're trying to help and I, well, I really appreciate it. But I can't answer that question." He swallowed hard. "I'm sorry. I can't say that."

Oh, if that didn't make her concern climb exponentially. She wanted to press him, reassure him that he could tell her, that she wouldn't be mad or upset or anything. But he had really, really tried, and perhaps it would help more if she didn't push his boundaries. They could talk about it another time.

"Alright," she said. "That's fine. Don't worry about it." She watched the tension drain from his body, and realized just how much that had meant to him. She must make a note of that. "Well either way, you of all people should know that you can't always trust what you feel," she said lightly, hoping that he would welcome the opportunity to leave behind this train of thought.

She hadn't made a misstep, it seemed; he chuckled weakly, ducking his head to wipe away tears.

"Yeah," he said. "I know. Thank you." Then he bit his lip. "I'm sorry. You've been so patient and brilliant, and I've just been… just sulking, really. I've really messed this up, and I've made it hard on you too and you don't deserve that. You shouldn't have to put up with me."

Donna sighed patiently, her heart aching for him. "I'm not putting up with anything, you daft Martian. We're in this together. And honestly," she added, "you've been way less of a pain in my arse than usual."

He laughed, flashing her a proper smile the likes of which she hadn't seen from him in too long, even if she knew it was more out of relief than anything. She shifted her position, wriggling downwards under the covers to lie her head on his chest, and wrapped an arm around his middle. He hugged her, resting his chin on her head. For a moment, it was just like any other night on the TARDIS.

"I like you better when you're a pain in the arse," she murmured. His hearts beat a soothing rhythm under her ear, and she caught a whiff of his soap—a lovely herbal scent, distinctly alien and familiar at the same time. Her smile grew wider, and a sudden rush of fondness made her heart ache in an entirely different way; he'd managed to shower that day. Funny, she reflected, how much those little things could mean.

"Donna…" The Doctor hesitated, and she moved to look up at him. "I'm not, um– I don't know if I can sleep again," he confessed.

Donna let go of him to roll over on her side, pulling him with her. "Don't sleep, then," she said, as he lay down to face her. "Just lie down and rest, long as you like. There's no rush." She knew he would fall asleep eventually; he was dead tired. It was just a matter of getting him used to it again.

"Alright." He yawned. "But we can't lie in all day."

"Why not? You've got a time machine," she pointed out.

He gave a soft sigh, letting himself relax against the pillows and his eyes fall closed. "Quite right," he murmured.

Donna reached out to clasp his hand, already feeling the exhaustion overtake her again. "You gonna be okay?" she asked, the words softened by drowsiness.

"Course."

She gave a grumble of disapproval.

The Doctor opened one eye to look at her, and his expression, mournful and tired and oddly peaceful all in one, suddenly made him look…

Time Lord, she decided. He looked very Time Lord.

"I'm nine hundred years old, Donna," he said quietly. "I've survived a lot, and I know it doesn't look like it right about now but I've been around too long to really believe this is going to do me in."

Donna felt tears prickle at her eyes again, and she pulled him closer until they were little more than a tangle of limbs and bedclothes, his head tucked under her chin and her arms around his body. "Love you," she whispered.

He hummed sleepily in response.

* * *

The Doctor woke suddenly, several hours later, with a sharp inhale and a slight jolt. His hearts quickened for a second before he realized—with surprise—that he wasn't panicked. He was actually quite calm, funny enough. Confused, but satisfied that he needn't worry, he pushed himself up on his elbows and looked around.

He was up first, as usual. Donna lay beside him, sound asleep, half-curled under the bedclothes like a cat. She always did that; she found the TARDIS too cold to sleep without blankets, although he often found it a bit warm to sleep with them. Her hair was strewn messily over the pillows and over her eyes, shining a reddish bronze in the morning light, and her mouth was slightly agape. He smiled fondly.

The sun (an artificial light source, really, generated by the TARDIS to make his more linearly-inclined friends comfortable) was just peeking through the blinds (the window was no more real than the sun, but it was still nice), casting a soft golden glow in stripes across the headboard of the bed and the adjacent wall. The whole room seemed so peaceful. So domestic. It almost felt like he could forget everything that had happened last night, two weeks ago, ever, really.

But with that thought, it all came flooding back to him. An uncomfortable slew of remembered emotions made him wince, embarrassment first and foremost. He fought against the instinct to consider it a mistake, convince himself he'd been an idiot to talk about it and go back to his routine of suffering silently. All the usual thoughts ran through his mind—he was a Time Lord, he didn't need her help, he was being weak, he should be ashamed of placing such a burden on her… but somehow, in the morning light, they didn't hold so much weight. They dissolved into the air, leaving behind the simple fact that he felt better having gotten it all off his chest.

 _Not all_ , he reminded himself with a twinge of guilt. He knew that his refusing to answer Donna's question must have worried her, but even as he thought back on it, the idea of telling her the truth made him feel sick. He had surprised himself by spilling just about everything else, but he simply couldn't stand saying this aloud. The truth would be worse, he decided, for the both of them.

It was escapism, really, and he recognized that he would have to face both the incident and the unanswered question eventually. The knowledge cast a dark cloud over his otherwise idyllic morning. But he was very good at running from that feeling—pretending it wasn't there was one of the few respites he could get, sometimes—and he was too tired to ponder it now. He felt good; the rest could wait.

That was two surprises so far, and he hadn't even been awake five minutes. It was a bit brilliant, really. He had an unfortunate tendency to forget how good things could be whenever they got bad, and he adored getting little reminders like this. A warm contentment spread all through him like poured honey; these mornings were all too rare, and right then the bed, with Donna curled up beside him, was looking like the best place in the universe. Suddenly, his fear of trying to sleep seemed a distant memory. Funny how that happened, he reflected. Everything felt easier in the morning.

Yawning, he lay back down and nestled into the pillows, gazing at Donna's sleeping form. It wasn't long before he dozed off again. But as his mind wandered, he couldn't help wondering once more when he would be forced to stop running away.


	3. Chapter 3

The Doctor had agreed to take it easy for a while—at least until he made up some of his lost sleep, lest he make a mistake and cut his own arm off with a power tool—and Donna had to admit, it was sort of nice. They'd had a few days off, here and there, just lounging in the TARDIS. They'd done a lot of sightseeing. He'd even gone with her to visit her family, and subsequently endured a good deal of verbal abuse from her mother. But he and Wilfred had gone up the hill for four hours one night, the Doctor pointing out stars he knew and launching into a new tale every time. They'd both come back smiling and laughing, and Sylvia, despite her outwards attitude towards him, had fussed about the fact that he hadn't worn a proper coat.

It was strange, to see him being… domestic. Donna hadn't even considered that he could be domestic, but it seemed like sleep deprivation and an excess of free time had made him more sociable than usual. Or perhaps just more desperate for a distraction. She wasn't quite sure.

Actually, she was never really sure about anything with him. He seemed, generally, to be doing a bit better. He'd been spending more time around her, as if he wasn't quite as scared of accidentally letting his guard down. He'd been sleeping, or at least trying to, most nights, even though he continued to insist that he didn't need it. He hadn't gone all moody and catatonic for four days. But at the same time he seemed to be getting more and more restless, frequently taking to wandering the hallways of the TARDIS instead of doing his usual activities, like reading or building machines she couldn't name or tinkering with his ship. She'd found him brooding in the observatory more than once, and she figured he'd been feeling a bit claustrophobic.

And Donna had found something else unusual: sometimes, when she tried to retrieve the Doctor from his little escapades, she would ask the TARDIS where he'd gone and she would be unable to tell her. How, she wondered, could the Doctor's timeship, telepathically linked to him, be unable to find him? It made her worry, even against her better judgement. She was sure he was safe—he was in his own ship, after all—but she just couldn't shake the feeling that there was still something amiss.

Nevertheless, she'd allowed him to drag her along on their first proper adventure in too long, if only to sate his restlessness. That was how they'd ended up on a war-torn planet, terrorized alternately by centaurs, beetles, and a very large robot while operating under the guises of Captain Kirk and Doctor McCoy (one guess at who was who). It had gone relatively smoothly, by their standards, and they'd returned to the vortex overall unscathed. Donna was glad, and she knew that secretly he was too.

She'd thought that after all that trouble, he would welcome the opportunity to rest and be lazy on the TARDIS. She certainly would have; she didn't think she'd ever been so covered in mud in her life. But the very next day he was up and off again, and she never could have guessed where he'd pick.

"UNIT!"

Donna stared at him confusedly as he rushed around the console, struggling to work all the controls at once. "UNIT?" she repeated. "The military thing?"

"Got a weird message on the psychic paper," he continued, as if she hadn't spoken. "Some kind of– of byproduct, I think. A leakage. Gibberish. Wasn't meant for me, doesn't even make sense to my mind. I traced it to near one of their secret bases—and don't tell them I know about those—and I figured I should stop by, make sure everything's a-okay."

Donna wasn't entirely sure that was a good idea. She knew how soldier types could get him riled up, and a particularly nasty nightmare had kept both of them awake most of the night. He'd claimed it wasn't about the incident of a few weeks ago—back to regularly scheduled programming, he'd joked weakly, before muttering something indistinct about Daleks and leaving to make a pot of tea—but that didn't put her mind at ease. The opposite, really. He was, however, clearly feeling anxious to get going, and she didn't make any attempt to stop him.

"Where's this base, then?" she asked, circling the console to join him as he swung the viewscreen around.

He pointed at the map, to a large building that looked for all intents and purposes to be a storage warehouse. "Right here," he said. He moved his finger over a few blocks. "This is where the signal's coming from. It's a circuit factory."

Donna huffed. "We're gonna get murdered in a circuit factory, then? That's your idea of a fun day out, is it?"

"Oh, Donna," he chided. "What's more fun than a circuit factory?"

He pulled down hard on a lever, nearly sending her sprawling across the floor, and grinned at her before strolling off and out the doors.

Donna crossed her arms. "Spa day," she suggested, though the Doctor wasn't there to hear. "Shopping trip. Art museum. Hell, a soup factory is still better than a bloody circuit factory!"

She followed him anyway.

As it turned out, he wasn't the only one to notice the psychic signal. He'd landed them in an alley next to the factory, and Donna stepped out of the TARDIS to find herself on the wrong side of a plastic barricade, half a dozen soldiers standing on the other side with their guns trained on the Doctor.

"Hands up!" one shouted. "Don't move!"

"My hands are up!" the Doctor protested, wiggling his fingers in the air to emphasize the point. Some of the guns turned to Donna as she edged towards him.

The soldier looked conflicted over who to aim at. "Who are you?" he demanded. He looked to the TARDIS. "What is that thing?"

Before the Doctor had time to look offended, a new person came jogging up to the soldiers, gesturing for them to stand down. It took Donna a second to recognize her, dressed in black Kevlar and with her back turned, but she realized quickly enough. Not as quick at the Doctor, though, who was already hurrying off, a wide grin spreading across his face.

"Martha Jones!" he exclaimed, wasting no time in wrapping her in an enormous hug and lifting her clean off her feet.

"Doctor!" Martha pulled back, smiling just as widely as him. "You've got terrible timing," she remarked, nodding towards the barrier.

"Yeah," he drawled, rubbing the back of his neck sheepishly. But Martha had already turned to Donna and hugged her as well.

"We should do this somewhere else," recommended the Doctor, with a wary glance at the soldiers.

Martha nodded curtly, suddenly back to UNIT mode, and led them around the barrier and to the front of the adjacent building. Small groups of people were clustered all around the entrance of the circuit factory, some waving scanners, some watching from behind armoured vehicles, and a good number sporting weapons and standing at the ready.

"What's going on here?" he asked, surveying the scene.

"We got a tip," said Martha. "Illegal aliens, working in this factory here."

"Workers?" Donna let a hint of distaste creep into her tone. "You need an armed invasion for factory workers?"

She smiled resignedly. "I know. It's just a precaution. I won't let them shoot anyone, though, don't worry."

The Doctor's brow creased, just a little, but he let the issue drop.

"So," she said, teasing, "long time no see. What's brought you here?"

"Has it been?" He frowned, glancing around like he could tell the date just by looking.

"About six months," Martha informed him.

"Huh." An odd, distant look crossed his face. "Anyway. We got a signal on the psychic paper, traced it to here. I thought I'd better drop in and check it out."

At that moment, a group of people exited the front doors of the factory; four soldiers escorted a small group of people in white lab coats to one of the larger vehicles, into which they climbed and were shut inside. They looked human, but Donna figured they were probably the aliens UNIT had been looking for. She was glad to see they weren't wearing handcuffs or restraints.

As she watched, one glanced through the small window and waved in their direction, joined shortly by two others. She glanced at the Doctor in inquiry, who was waving back cheerily.

"They can sense me," he explained in response to her unspoken question. "They know I'm not human, 'cause they're telepaths too. We can't quite understand each other. It's hard to translate psychic messages, and their brains are just too different from mine. Hasn't stopped them trying, though," he added, smiling. "Persistent little fellas."

"Do you know their species?" asked Martha.

He nodded. "Aur'akx. Very friendly, you won't have any trouble."

"What'll happen to them?" Donna wondered.

"They'll be questioned, their work and homes searched. To make sure they aren't planning anything," she explained. "Then they'll be cleared, we'll register them, and they can apply for a work license."

Donna didn't think that sounded so bad. She did, however, worry about what the Doctor had said. That the Aur'akx had been trying to talk to him. When she glanced discreetly in his direction he didn't seem troubled, but she wasn't sure whether it was genuine. She didn't know much about this telepathy stuff, but she knew she wouldn't welcome that sort of intrusion, were it her. Maybe it was different for him.

An older blond woman across the street waved Martha over, before taking two soldiers and walking quickly through the front doors.

"We've got to search the factory now," said Martha, already starting to move away.

"Oh, brilliant, we'll come!" the Doctor grinned. "I love a factory." He motioned to Donna, and she reluctantly followed him and Martha.

She took his hand as they walked, slowing his pace just a bit. "Are you alright?" she asked quietly.

He frowned. "Course. Why?"

"Well, I just thought… 'cause the aliens were trying to talk to you."

His expression turned ever so slightly downcast. "It was a bit… jarring," he admitted. He took a deep breath. "But I'm fine. Don't worry about me."

Donna squeezed his hand reassuringly. "Okay. If you're sure."

Once inside, they were set to work right away. The Doctor, with his superhuman ability to speedread, followed Martha to dig through the records, while Donna went to Human Resources with the blond woman—Martha's supervisor—to look at the Aur'akxs' personnel files.

"Has it really been six months?" the Doctor asked suddenly, sifting through a large book full of financial transactions. He was sitting on a chair crowded with stacks of manila folders, while Martha had a file of her own spread out on the floor.

She glanced up at him. "Yeah. Why?"

He shrugged. "Feels like I just left you back here, after the Hath," he muttered, a slight blush coming to his cheeks.

"I asked you to," she pointed out.

He gave a noncommittal grunt.

"What's this about?" Martha gathered up the papers and started on a new file. "You've never worried about leaving me behind before. Getting sentimental?"

Her smile faded when the Doctor's expression grew clouded. "Something's happened, hasn't it?" she said, her tone hushed. Her eyes widened. "Is it the Master? Is it him, is he back?"

"No," the Doctor said shortly. "No, it's… it's not important." They were both silent for a moment, pretending to be absorbed in their work. Then he said, quietly, "How have you been doing?"

Martha paused. "With…"

"Yeah."

She nodded. "Good. I've been good."

"And your family?"

She pursed her lips, reaching for another file. "They're alright. It is a bit weird, though," she said hesitantly. Both of them were acutely aware of the fact that they didn't do this.

Well, desperate times and all that. Maybe it was time to start.

"How so?" the Doctor asked.

Martha shrugged. "I barely think about it anymore. I think they're the same way. As long as I'm busy, it just never crosses my mind. But some days it just… all comes back to me." She looked up at the Doctor, as if wondering whether she was getting it right. He was smiling sadly back, his face full of understanding, and she continued.

"I spent a year constantly watching my back. Always on the run, always knowing that I could be meters or seconds away from dying. None of it ever happened, really, but…" She sighed. "I can't shake the habit."

"It did happen," the Doctor said quietly. "It happened to you."

His eyes never left the book in his hands, but he felt her faint smile.

"It's hard to sleep now. Even worse than back in med school," she laughed. "It– it sort of scares me, really, 'cause when I do get to sleep I'll get woken up by nightmares. And it's one thing to remember that stuff in the day, I know how to deal with it then, but it's different at night. You start… panicking, and there's nothing you can do about it 'till you wake up. You can't control it, asleep."

"I know," he murmured. It was startling, how candid he sounded. "I do, really, I…" He trailed off, and nodded.

Martha fell silent then, and they both returned to their readings. But something had shifted between them; the Doctor could sense it. There had always been a barrier between them—his fault, really—a split in the way they saw each other. He had been the mysterious traveller, the Lord of Time, and she had been the person who fancied him when he couldn't bear the thought of getting close to someone else. This didn't feel like that. It felt like the curtain had dropped and they both, finally, were seeing each other as they were. How unfortunate, he thought, that it had taken such drastic events for them to realize that they didn't have to hide from the other.

"It's funny," Martha said suddenly. "It's like we've all become each other's councillors. 'Cause we had to. 'Cause no one else was going to believe it."

The Doctor chuckled. "Can you imagine? Trying to explain that to a regular old human."

She grinned. "Probably get myself sectioned, yeah? 'Yes that's right, doctor, I got chased 'round the Earth by metal balls from the far future.'"

For some reason, that led to them both laughing uproariously. The Doctor figured, as it was happening, that there was no way this couldn't be considered maladaptive, but he found he didn't care. It might have been the most he'd laughed since…

Oh, that was sad. Now he was all sad. He admonished himself for ruining the mood, and did his best to hide it. Naturally, Martha noticed the change, and the smile slipped from her face.

"But, um…" She started fiddling with the corner of a manila folder for a long moment, gathering her courage. "Can you tell me, Doctor, does it really get better?" Her voice was barely above a whisper. "'Cause everyone says it will, but they don't know what they're talking about. But if you…" She cleared her throat uncomfortably. "I trust you to tell me the truth."

The Doctor studied her for a long moment, the gears turning in his mind. He thought about thinking about it… but there was really only one answer, wasn't there?

"Oh, Martha," he murmured. "Of course it does. Always, every single time." He took a brief comfort in the fact that he really, truly, was telling the truth.

Martha bit her lip. Then her expression relaxed into neutrality. "Enough about me," she said, and the topic was dropped. "How are you?"

"Fine," he said automatically. "Well… good. Yeah." He nodded once.

Martha shot him an incredulous look. "God, you're a terrible liar."

He gave a short laugh in response, but didn't make any effort to elaborate.

"Well, whatever happened, I'm glad you're alright," she said after a moment. "That's what's important."

To the Doctor's surprise, he felt tears prickle at his eyes. All he could think was that she was wrong. _You aren't alright,_ said a voice in the back of his head, _not even a little bit,_ and it broke his hearts to know that her confidence in him was misplaced. The sadness was quickly chased out by anger at himself for cocking up a perfectly good conversation, and he decided that was the easier of the two to deal with.

He sniffed, pointedly ignoring the ache in his chest, and returned to his reading.

The investigation remained uneventful, and it only took the UNIT crew a couple hours to search the whole factory and determine that the Aur'akx posed no danger to the base down the street—though they didn't say as much in his presence—or anywhere else on the planet. Donna found them in the records room as soon as she finished and launched into a spiel about the factory's dullness, prompting the Doctor to begin describing all the fascinating ways a circuit could be built, if only they had the right technology. He kept it up all the way out the front doors and to the TARDIS, stopping only when Donna shut the door in his face.

He was about to follow her to continue his explanation when Martha tugged on his arm, holding him back.

"Doctor…" She glanced down briefly, biting her lip, and his hearts sank. "I know you don't do this," she said quietly. "But I don't know how long you'll be gone this time, and I don't know if I'll ever get another chance to say it."

The Doctor watched her with caution, unsure whether he liked where this was going.

"You mean so much to me," she began. "You're one of the best friends I've ever had, and don't–" she added, holding up a finger as he went to speak– "don't argue with me on that. I don't blame you for one second of that year. And you can bet that Donna, in there, and Jack, and every one of your friends feels the same way about you. We all love you, Doctor, honest, and…" She sighed, searching for the right words. "I guess I'm trying to say, whatever it is you're all bothered about, we've got your back. God knows it can feel like it sometimes, but you aren't alone."

Hesitantly, she looked up at him. "Can you trust me on that?" she asked.

A lump formed in his throat, and he nodded, giving a shaky laugh as he tried not to cry. "Yeah," he said, his voice hoarse with emotion. "Yeah, think I can."

Martha grinned, and threw her arms around him. He hugged her back, holding her probably just a bit tighter than one should hold a human.

"You'll come back here, yeah?" she whispered. "If you ever need me, for anything, you come back here. It's the least I can do, after everything you've done for me."

"Promise," he murmured. "Thank you, Martha."

"Don't mention it."

She released him, then, and gave a cheeky smile. "Jack keeps calling after you. Next time you show up, you're going to see him too," she promised.

"Oh, I'm sure he'd like that," he laughed. Nudging open the door of the TARDIS, he paused. "Same goes for you, you know. If you ever, erm, need me, and– and not just for planet-saving stuff…" He let himself trail off.

She got the point, and nodded slowly. "I might just take you up on that. You know," she said, her tone going playful, "I think you're getting soft in your old age."

He accepted the jibe with a smile. "See you soon," he said softly.

Martha raised an eyebrow in challenge. "You'd better."

The Doctor gave a quiet huff of laughter, let himself inside and closed the door behind him.

* * *

The TARDIS rumbled discontentedly in her mind.

"What's the matter, old girl?" asked Donna, pausing in the middle of spreading butter on her toast. It was funny, having your residence interrupt you at random, often to complain about what you were doing.

An image of a number of circular patterns appeared in her mind, and she smiled fondly. "You know I can't understand that," she reminded the ship.

There was a huff of air, like a sigh, and the TARDIS adjusted her methods. Donna got a brief glimpse of the Doctor, hunched over something on a bench in his workshop, wearing a visor with a magnifying lens lowered over his eyes. Then a tremble ran through the kitchen, bringing her back.

 _Food,_ said the TARDIS.

Donna sighed. "He hasn't eaten, has he?"

 _Negative._

"Alright. Thanks, love."

She finished buttering her toast and went back to the pantry to toss together a peanut butter and banana sandwich, then carried both plates down to the workshop. The Doctor didn't notice her enter at first; when she set down his plate on the corner of the bench, he looked up.

"You didn't have to," he said, flipping up his magnifying visor. His hair was sticking straight up behind the band, and Donna smiled.

"The TARDIS said you hadn't eaten." She pulled up a chair and sat next to him, trying to figure out what he was tinkering with.

"Did she?" He sounded surprised. But he leaned over to grab the plate and gave her a quick kiss, murmuring, "Thank you." He grinned when he saw the slices of banana in the sandwich, and ate quite happily.

"What're you working on?" asked Donna, taking a bite of her toast.

He hummed excitedly. "It's an exodynamic stapler. Stores up thermal energy in these battery cells–" he tapped a small plate with a number of button-like circles, hanging out of the casing from a bunch of multi-coloured wires– "so that when you have to staple something all you've got to do it tap it."

"You're ridiculous," she laughed. "What have you ever stapled?"

"Well," he said, sounding pleased with himself, "I've never had an exodynamic stapler before, now have I?"

"Daft Martian," she said. "It's getting late, you know. Do you want to come to bed?"

His eyes clouded all of a sudden. "Actually, I was… wondering if maybe we could talk," he mumbled, his hand moving absently to tug at his earlobe.

Donna's brow creased in concern. "Of course. What's the matter?"

"Not here," he muttered, standing abruptly.

He took her hand and led her out of the workshop. Perhaps, thought Donna, as they came to the console room and he sat heavily on the jumpseat, he wanted somewhere more comfortable. But his nervous glances around the room told her there was something more to it.

The Doctor sighed, leaning forward to bury his head in his hands. "I kicked her out," he said quietly, almost as if talking to himself.

"What?"

"The TARDIS." He sat back then, and looked to her, his expression unreadable. "I kicked her out of my mind."

"Oh." Donna was surprised, but she placed a hand on his knee, rubbing reassuringly. "When was this?" she asked.

"Right after, um, after leaving Midnight. I went to my room, and it…" He shook his head. "It was too much. I was scared and– and I blocked off my mind to her, I just… haven't had the courage to let her back." He glanced at Donna, then to her hand on his knee, and bit his lip nervously.

"I'm sorry," she said after a moment. "That must feel weird, having her gone for so long."

He nodded.

Donna took his hand in hers and squeezed. "Why haven't you let her back?" she murmured. "You've been doing so well."

"I haven't."

"Of course you have!"

"But I haven't, though," he said on a bitter laugh. "That's the thing, I haven't. I thought I was, really, but I've… just been faking it, this whole time. I realized today that I haven't faced up to it since the night I told you. I've distracted myself, I've told myself I was fine, I've– I've dealt with the symptoms as they came, but I never even thought about the, uh, the actual problem. I haven't been doing better, I've just been… getting by." His tone was sardonic, as if he was disgusted by this statement. She opened her mouth to object but he interrupted her.

"Martha asked me if it gets better and I said yes. I was wrong. Now, I think she got the point anyway, that'd be just like her, but I didn't, not then. I understand now, though, 'cause this… it isn't ever going to get better on its own. Easier, maybe. Easier to ignore, easier to pretend it never happened. But—and I know, I should know this by now—if I ever actually properly… heal, it'll be because I made it happen. It won't do it on its own, I have to work at it. And, um, I'm ready to do that now." He nodded curtly, punctuating his speech, and glanced to her for approval.

All the concern that Donna had felt as he started speaking melted into such pride for him, she thought her heart might just burst. "I love you," she murmured.

The Doctor looked surprised for a fraction of a second before he gave a wide grin, full of relief and affection. "I suppose," he said, drawing out the word, "what I'm trying to say is that I want the TARDIS back. And I want to do it now."

She blinked once in surprise. "Are you sure?"

"Yes. I have to do this." He sighed. "Might as well get it over with, yeah? Before I lose my nerve."

"Alright," she said, deciding to accept his change of heart without further question. "Is there anything I can do?"

"Just, erm…" Standing up from the jumpseat, he slowly circled the console, brushing his fingertips against the coral, looking up at the glass columns, glowing softly. Eventually he sat cross-legged on the grating, on the side furthest from the door, and rested his hands on his knees. He looked up at Donna and she took the cue, moving to sit next to him. Then he took her hand, lacing their fingers together, drew a deep breath, and closed his eyes.

Donna cast a nervous glance at the ceiling. _Be gentle,_ she implored, and the TARDIS rumbled back.

The Doctor let himself fall deeper into his own mind, settling into a shallow meditation. He felt the TARDIS's consciousness, hovering just outside his own, and between them the psychic barriers he'd put up, weeks and weeks ago. As much as he'd needed the space right then, he regretted it now; not having his ship talking in his head, not feeling her presence… it was just wrong. If he'd thought it was lonely without the Time Lords in his mind, this was lonelier. He missed having someone to think to.

It didn't stop him being terrified out of his wits, though. Distantly, he felt Donna squeeze his hand, and figured he must be trembling because, unbidden, the feeling of the creature inhabiting his mind rose in his memory, the way it had pushed him carelessly out of the way, stole his voice… The sensation made his breath hitch; it was shocking how clearly he remembered. He set his jaw and tried to work through it. The TARDIS hummed worriedly, circling but not touching his mind, as if trying to get a peek, and he took a moment to reassure her. Donna was rubbing his shoulder, trying to calm him, and the sensation helped divert his attention from the memory.

He thought back to their earlier trip, to watching the Aur'akx through the windows of the UNIT van. Their telepathic contact had been startling, but not unpleasant; banishing the memory of the creature, he focused on how nice it had felt, how open and welcoming their minds had been, how glad they were to have someone they could talk to in their own language. They hadn't forced anything about their connection. The Doctor was sure he could have easily locked them out if he'd wanted to, but he hadn't.

Then he thought of the TARDIS, and the warm tingle he associated with her and her time energy. Like ginger beer, he reflected, amused. And bit by bit, little by little, he took down his psychic barriers—some, mind, not all of them—and waited, hearts pounding, mouth dry.

Her presence was not a surprise, when he felt it again as it was supposed to be. The living ship was beyond cautious, tip-toeing her way into their bond, ready to withdraw if she sensed he needed it. He felt a pang of guilt; she must be as scared of being hurt as he was, after he'd pushed her away so roughly. Swallowing the last of his doubts, he opened himself to her fully, completely, and embraced her once again. Her song, made to be a lyrical, humming accompaniment to the sound of his Gallifreyan, filled both his mind and his ears, and he held her even closer, his mind twining around hers and hers around his.

 _Fear not,_ came her low rumble, and then a noise that was unique and indescribable, for his ears only. Oh, how he'd missed being greeted with his name.

When he eased himself back into his body and opened his eyes, Donna was peering at him worriedly. He took in his elevated heart rates, the tightness in his throat, the slight dizziness and nausea, and set it all aside. He smiled to reassure her, and it quickly turned into a wide, genuine grin. She grinned back, no explanation needed, and flung her arms around him. Laughing, with happiness as well as at his own needless concern, he hugged her back. The TARDIS hummed contently throughout the console room, praising him in her own, alien way.

"I'm so proud of you, Doctor," whispered Donna, and his smile grew even wider, and he held her even tighter.

For the first time since Midnight, he felt truly like himself.

"Why now?"

The Doctor released her, several long moments later, to look at her curiously. "Now what?"

Donna hesitated. "Why did you wait so long to do this? I know you wanted your bond with her back. Why didn't you do it earlier?"

His gaze wandered uncomfortably to the grating. He did consider taking the easy way out, shrugging and saying he didn't know, but he was, frankly, so, so tired of hiding stuff from Donna. It wasn't the easy way out anymore, not when…

Not when it led to this, he realized. Because if he'd told her this the first time she'd asked, he wouldn't have wasted so much time being scared and alone.

"Ididn'tthinkIdeservedit," he blurted out. He felt his face flush as she processed it. "I didn't think I deserved it," he repeated quietly. "I figured… it would just be okay if I ignored what happened. I never thought it would be good, no, I knew it would eat away at me. But I– oh, Rassilon, this is hard to say," he groaned, interrupting himself. Donna squeezed his hand in reassurance, and he swallowed nervously.

"I didn't really think about trying to– to deal with it properly, 'cause that meant I would feel better. I knew I could do it, logically, I know how… just didn't want to. I kept telling myself it was like penance. I deserved to hurt, for everything… everything I've done."

"Oh, Doctor, no…" Donna murmured. "You don't–"

"Yeah, I know," he rasped. "'You don't deserve this,' I know, I know you think that and I am so grateful, really, so grateful, that you'd even bother to tell me." He exhaled shakily. "I didn't do this because I think I deserve to feel better. I just did it 'cause I can't– I can't keep going like I have been, I can't do it. I'm so _sick_ of it. I don't want to spend my entire life trying to avoid anything that… that scares me, I can't live like that." With a mirthless chuckle, he added, "S'pose that makes me weak. Or a coward." He felt the excitement at having his ship back drain away, replaced by a familiar dull ache in his chest. He knew the feeling was reflected in his eyes.

Donna was already shaking her head. She drew him into a hug, her arms looped around his neck, and he nestled his head against her shoulder with a sigh.

"'M just tired," he mumbled.

He heard her sniffle. "You scare me sometimes," she said quietly, "the way you talk about yourself."

The ache in his chest sharpened with guilt. "I'm sorry," he whispered.

"No, Doctor, don't apologize, just–" She sighed. "Can you do me a favour? Please, try not to tell yourself those things. You'd never tell someone else that they deserved to be–"

"Right," he interrupted. "Got it."

"You're always telling me I shouldn't talk bad about myself. Take your own advice for once in your life, Martian Boy." Donna let him go to meet his gaze, one hand cupping his tear-streaked face. "You can stop yourself, when you think those things. It'll help. I promise, Doctor, it'll be so much better. You showed me that." She gave him a small smile. "Can you just try it? For me?"

Every cell in his body seemed to rebel against that idea, but Donna was looking at him so hopefully, her eyes full of what he thought—hoped—might be love… Oh, he could never resist that look.

And maybe she was right. He was well-acquainted with his tendency to be too harsh on himself; when she said it, it really did seem ridiculous.

"Yeah," he said, cracking a smile in return. "Yeah, I'll try. I promise."

Her face flooded with relief. She leaned in and pressed a chaste kiss to his lips, so excruciatingly gentle that the Doctor couldn't quite bring himself to open his eyes for a moment after.

"That's what you didn't want to tell me, yeah?" Donna asked softly.

The Doctor nodded sheepishly.

"Not as bad as I thought it would be, honestly," she admitted, and he gave a guilty grimace. "Why didn't you just tell me? I mean, what'd you think I would do?"

He took a deep breath, and said on the exhale, "Reassure me. I– I knew you'd tell me I was being ridiculous, and I wasn't ready to hear it. I didn't want you to worry about me, but I just couldn't let go of… all that, yet. 'Cause–" He broke off with a sigh, closing his eyes.

"Tell me," she murmured.

"It's not just penance," he said quietly. "'Cause if I didn't earn it, then why…" His voice tapered to a shaky whisper. "Why did it happen? Why me?"

Donna was silent for a moment. "I'm sorry," she said. "Really, I'm…" She shook her head. "I wasn't there. But you, Doctor, will never be able to convince me you deserved to be attacked. It happened 'cause you were in the wrong place. It's terrible, and it must be so scary and I'm sorry, but nothing you could do would've stopped it. It just… happened."

That made a lot of sense, he realized. Bit late. It shouldn't have relieved him, really, because she was right: that was a scary idea. If he hadn't done anything to deserve it, then there was nothing to stop it happening again. (Or that's how it felt; logically, he knew that creature was trapped on Midnight, and he couldn't think of another being capable of taking over his body like that.) But there was something so freeing about knowing it wasn't his fault, that it was a terrible act of chance. Because now he could let it go. Get on with his life. If it was just chance, there was no reason he shouldn't try to get better. The thought made him laugh out loud.

Donna was looking at him quizzically, so he kissed her forehead and murmured, "Thank you. Really, thank you."

"You're, erm, welcome. I suppose." She frowned. "A few weeks ago that would've sent you into a downwards spiral faster than you could s–"

"Raxacoricofallapatorius!" he finished, grinning. "I know! Brilliant, isn't it?"

"Well… yeah," she said confusedly. "I'm glad you think that."

His smile softened. "C'mon," he said. "It's late. You must be tired."

He took her hand and stood, guiding her to her feet. Wincing, he shook out his feet as pins and needles prickled through his legs; the grating wasn't terribly nice to sit on.

"You really want to go to bed?" Donna questioned.

He paused. "Yeah. I think I do." Honestly, he was exhausted. The TARDIS's soothing hum in his mind wasn't helping him stay awake, either.

"Alright." She moved in close to him, her hands moving to rest on his waist, and rested her head against his shoulder. "I love you, Spaceman," she mumbled. "Be nice to yourself."

"Love you," he murmured, pressing a kiss to the top of her head. "I'll try."

A tremble passed through the console room; _My friend,_ the TARDIS purred. _My thief._

A lump rose in the Doctor's throat at this highest of praise. He had a thought; a funny thought, one he hadn't had in quite a while:

 _Things are good._

* * *

 _He was lying in bed, on his back, when he felt a hand on his arm. He wanted to open his eyes, wondering with mild curiosity who it was—of course, he realized immediately after, it was Donna—but as he tried he found he couldn't. His eyelids felt so heavy, and the blanket seemed to press him into the mattress, and– had he adjusted the gravity? He was so tired. He just wanted to sleep._

 _There was another hand, suddenly, on his ankle, cold and unyielding as diamond, and a twinge of confusion entered the haze of exhaustion. How was Donna reaching so far? And what'd she want with his ankle? He muttered her name in a halfhearted inquiry, but there was no response. He let it go, supposing that she must've grown while he was asleep. That happened sometimes; lightspeed and energy and mass and all that. His thoughts drifted to the transference calculus he'd been doing earlier._

 _Then his mind, previously jumbled and fuzzy from tiredness, was directed back to the first hand as it slid slowly, almost sensually, up to his shoulder. It left an odd, burning-cold sensation where it touched his skin—the tingle of a mild dose of radiation, he reflected dimly—and a slight shiver ran up his spine. He didn't think much more of it until the hand brushed over the sensitive bundle of nerves above his collarbone and squeezed. His eyes flew open on instinct._

 _There were five people in his room with him. (Was it his room? Donna wasn't there, so maybe not.) Perhaps, he thought, it would have been better to keep his eyes closed, because fear started to tighten his chest. How had they gotten in there?_

 _A gaping black hole of dread started to open up in his stomach, and his hearts were hammering in his throat. He wasn't sure why, until, for the first time, he looked at the people properly and their features seemed to blur into focus, as if they'd only put on faces because he was looking. Val Cane was standing by his left foot; Biff had an iron grip on his right ankle, and Jethro was behind him, peering unblinkingly over his shoulder. Professor Hobbes and Dee Dee Blasco were on either side of his waist. (How were they so close to him? He could have sworn the bed was wider before.) The five of them stood ramrod-straight, staring at him with stiff, frozen faces, their eyes filled with cold conviction. Despite the dim warmth of the room, they glimmered a startling ashen blue, like they'd been cut and pasted into the scene. They looked like corpses. He tried to speak, to ask if they were alright, but no words came out._

 _The hand moved again, abandoning the pressure point in his shoulder. One finger stroked slowly up the side of his neck, traced a line just under his jawbone and came to rest over his pulse point. It pressed down. The nail bit into his skin._

 _A whimper of fear caught in his throat, and he was hit by the horrifying knowledge that he couldn't scream if he wanted to. He didn't want to look up. He couldn't look up. But his eyes moved of their own volition, his neck craning back to see the owner of the hand. He pleaded with himself not to look, but to no avail._

 _The creature was looking down at him through Sky's startlingly pale blue eyes, an inhuman grin splitting the human body's face like a rubber funfair mask. The sight scared him into action; he tried to jerk away from her grip, kicking to free his leg, but nothing happened. He wasn't strong enough for them. The comforting weight of the blanket had turned shackle-like, binding him to the bed so tight he felt he couldn't breathe. He wasn't even sure his hearts were beating._

 _Sky—the creature—moved her hand from his throat. He was relieved for a split second; he hoped against all reason that she would leave. But then she pressed her fingers to his cheek, her smile growing inexplicably wider as she dragged them up his face, towards his temple._

 _"No," he whimpered, almost too quiet to hear._ Louder _, he told himself, begged himself, trying to twist his head away. But all he could manage was a broken whisper of, "Please…"_

 _With impossible speed, the other passengers grabbed hold of him, gripping his legs, his wrists, his hair and clothes. There were more hands than there should have been, logically, but he didn't have time to care. He gave a wordless shout, struggling against them. He couldn't move. Then Sky finally pressed her fingertips to his temple, and he felt the creature slither into his mind, slipping against his brain stem and burrowing between his neurons, icy cold and blisteringly hot and so very, very hungry._

The Doctor woke up drenched in sweat and shaking, with his hearts pounding in his chest and his face streaked with tears. Donna was hovering over him, fear and worry glistening in her wide eyes. She was talking, trying to tell him something, but he couldn't make out the words over the rush of blood in his ears. A lump formed in his throat; she could do it right now, he realized. If she wanted. She could reach out and touch his mind, just like Sky. And what was he to do about it?

He shrugged her off and turned away, burying his face in the pillow as he began to cry.


	4. Chapter 4

**A/N** : God this is so late. But it's done! There ya go enjoy

* * *

The Doctor set down his toolbox with a heavy clang and straightened up, hands on his waist as he surveyed the room. He made a _tch_ noise with his tongue.

 _Old girl, what've they done to you now?_ he lamented, his hand absently going to stroke one of the hanging loops of wire.

The pillar underneath the console glowed softly, pulsing as the TARDIS gave a rumble of discomfort. By the light filtering down through the the grating, he could see that part of the coral was scorched black. Tubes and wires hung free from their ties, displaced by the, erm, _complications_ of their latest trip. As he watched, a thick cable lying torn on the floor gave off a shower of sparks, and his ship keened.

 _Alright, alright,_ he said, _easy now._

 _Your fault,_ grumbled the TARDIS.

 _Is not!_ he protested. _How was I supposed to know that was restricted space? Now don't shock me…_

He carefully picked up the sparking ends of the cable, eyeing the pillar of the console warily as the timeship pretended to consider it. But she left him alone, instead spending the energy to knit the two halves back into one when he pressed them together, filaments of living metal sprouting from the damaged casing and twining around each other. Once she assured him he wouldn't be electrocuted, he stood on his tip-toes, stretching up as far as he could, and hung the repaired cable on its hook. He continued all along its length, tidying up the displaced wires until he could move around with relative ease.

 _You have not consulted my star charts in decades,_ she complained. _I could have told you that you were not supposed to be there._ A rumbling chuckle made the room tremble. _But you would not have listened._

 _Oi! Who's the pilot here?_

 _Pilot._ She laughed again, and the Doctor huffed indignantly. He grabbed the sling lying on the floor next to the central pillar, jumped to hook it onto the grating and pulled himself awkwardly into it. It swung back and forth for a moment and he gave a little grin, kicking his legs to keep it going. The TARDIS whined.

 _Oh, fine._ He steadied himself with a hand against the coral, grabbed a spanner from the inner pocket of his suit jacket and set to work on a scorched access panel. In the back of his mind he could feel the dull ache of the TARDIS's wounds; she'd gotten pretty badly knocked around when the patrol ships had come across them sightseeing at the edge of a nebula. He'd already put out an electrical fire in the console wiring before going to grab his toolkit, and now he was stuck replacing all the melted parts.

He wrinkled his nose against the smell of burnt polymers as he pried the access panel off and set it next to him in the sling. Feeling him rooting around in the complex innards of her console, the TARDIS rumbled uncomfortably, warning him not to mess up.

 _Don't worry,_ he soothed. _I'll be done in no time._

He chatted away in her mind as he quickly cleared out the damaged parts, keeping her distracted. The timeship didn't really understand the concept of small talk, but she did her best to keep up.

 _You know,_ said the Doctor, pulling hard on an organic circuit board that had become warped and stuck, _you do have sensors. Did you not see them coming? You could've warned me._

His curiosity was piqued when she gave a hesitant shudder. _I tried._

 _Oh._ His hearts fell. _Right._ He thought this issue had gone away by now, but apparently not. He tried to hide his guilt from her, but she picked it up anyways; naturally, their communication was just fine now.

It had started after the Doctor had reopened their bond. He'd gotten so used to keeping his mental defences up at all times that now, when he wasn't thinking about it, he had a tendency to accidentally push her away, and it made it difficult for them to interact like they usually did. Oh, he could fly her perfectly fine, and they could speak normally when he focused on it, but she still had trouble maintaining their connection when his mind wandered. He often woke up to find her absent from the little corner in the back of his mind. Sometimes he was jolted out of his work by the realization that she was gone.

They were still connected, of course, always—after so long, he wasn't sure they could even exist separately—but it was different now. Like when you got a bad cold and your hearing went funny. The TARDIS wasn't used to working her way past psychic barriers to talk to him, especially since he'd been lax about keeping them up ever since Gallifrey, and he knew it bothered her. It bothered him just as much. He wished more than ever that he'd never suppressed their bond the way he had. If only he'd had a bit of resolve, been a bit more patient. If only he hadn't been such a coward.

The TARDIS shocked his hand where it rested on the wall, and he yelped. _Ouch!_

 _No,_ she ordered.

He huffed, though not unkindly. _I know, I know. Sorry. I'll stop._

She gave a rumble that felt mildly threatening: _You had better._

A blush had risen to his cheeks, knowing she'd heard his thoughts. She always did, of course, but she never used to tell him to cut it out before; she couldn't quite conceptualize his occasional– well, frequent, really, his frequent bouts of self-loathing. He suspected Donna had had a talk with her, told her it wasn't good for him to think those things. He'd learned, over the past few months, to accept her interference without jumping to the assumption that she thought less of him for it. Which was a ridiculous thought, really, because she didn't do that. She was a ship.

A lot of his thoughts seemed ridiculous with her as a filter.

It was tiring, though. Constantly monitoring his thoughts was exhausting and, frankly, discouraging. It helped, of course, a lot—even after so short a time, the difference was noticeable—and although he'd been hesitant at first he was glad that Donna had asked him to do it. But some days he just hated that he had to do it at all. He felt rather behind the curve, compared to her, and he still wasn't convinced he was deserving of either of their efforts. Sometimes he thought those conflicting emotions would break him. Plenty of times he just wanted to give up. He couldn't always see a point to it all, and that scared him.

But he sighed, and shook himself out of it. He had promised Donna, and no matter how worthy he thought himself, he wasn't going to disappoint her. And it was getting easier, he reminded himself, it really was. Besides, too much downtime always had his thoughts running away from him, always had, so there was no use dwelling on it.

Having finished mentally cataloguing and removing all the damaged components, the Doctor jumped out of the sling and began grabbing parts and tools from his kit. He would have to rebuild a couple of the more complex pieces by hand, but the essential systems wouldn't be affected in the meantime. He was pretty sure the food replicators would, though; Donna would take issue with that, he figured, chuckling to himself.

He made a mental note to offer her a fancy meal out to make up for it, and hauled himself back into the sling, his arms full of parts. The faster he finished, the faster they could get going.

* * *

"Oh, Donna!" exulted the Doctor. "Oh, would you look at this!"

Donna turned her attention from the lovely gold ornamentation around the doorframe, and gasped. They'd found themselves on one of the viewing decks, a wide open platform enclosed on one side by a railing, overlooking a massive window that stretched up to the ceiling past several more levels and down into the depths of the spaceship. A moment ago, the viewport had been empty, completely dark while the ship travelled at faster-than-light speeds. Now they seemed to have come to a stop, and they were faced with a full-length view of the starscape outside, a distant planet sparkling in one corner.

"Oh," she breathed, joining him at the railing. It was the first thing he'd found to fawn over that she truly couldn't argue with. "Oh, it's like… it's like being out there!" She peered over the railing, and her head spun a little. "Can we fall?"

"Nah," he said. He reached out, palm flat, and pushed at the air just beyond the rail. It hardly gave at all. "Force field. Blimey," he grinned, spinning to lean back and survey the room, "they really have thought of everything!"

Donna couldn't argue. She'd always sort of assumed that Earth's early warp ships would be rougher, more practical, without much money, room or demand for this kind of luxury. And according to the Doctor, they had been—until commercial space flights became all the rage, and the planet's wealthiest proved willing to go to any expense to take their lifestyle on vacation with them. It wasn't the sort of thing she normally went for, especially since she'd began travelling in the TARDIS, but she had to admit the occasional change of scenery was very welcome. At least, as long as she didn't actually have to pay for it.

As she watched, there came a deep clunk from somewhere below them. A slight shudder ran through the floor, and a strange feeling turned her stomach, as if she were somehow accelerating without being able to detect it. She squinted at the viewport, making sure they hadn't started moving again.

"Warp drive powering down," explained the Doctor, noticing her confusion. "Always makes humans go a bit funny for a moment. Like a stiff breeze, only in the fabric of reality."

"Oh," said Donna. Her stomach rumbled, and she abruptly remembered their original goal on board the ship. "Oi, didn't you promise me dinner?"

"Well, yes, I did," the Doctor said. He made a sweeping gesture towards the window. "But isn't this better?"

She sighed. "First, you ruin the food replicators–"

"I didn't!" he exclaimed. "I just need a few extra parts!"

"That just means you'll drag me to some garage planet," she complained. The ship _was_ lovely, but she was starved!

"Donna," he said imploringly. "I'm sure the dining hall will be just round the corner."

The starship's intercoms chimed. "Attention valued passengers," intoned a smooth, robotic voice. "Warp travel has been suspended for routine inspections, and will resume shortly. For safety, please remain where you are, and have a pleasant flight."

She shot him an exasperated look, her stomach grumbling at the thought of not being able to search for food, but he was staring out the viewport and missed it. He didn't move for a moment, just long enough to make her question what he was doing, then he shook himself out of it and shot her a sheepish little smile.

"I think we may have missed an announcement," he said, "I would've thought they'd keep us all in one place until we got on our way… Ah, but it beats an aeroplane by a long shot, doesn't it?"

"An aeroplane with you, without a doubt," she teased, recalling the first and only time she'd taken a flight with him.

He gave a little grumble, and strode over to the door.

"They did say to stay where we are," she pointed out.

"Who's got time for that? Whole ship to explore– oh." He pressed the button to open the door a few times, though Donna could see the red indicator light over it from across the space. "Locked," he huffed. He gave it a few more jabs for good measure, then shoved his hands in his trouser pockets and began to pace the length of the deck impatiently.

"It's only for a bit," she said, frowning at the sudden loss of his enthusiasm for the ship. "Don't wear a hole in the floor."

Undeterred, the Doctor shot a glance at her, then the viewport, and continued to pace. He only seemed to speed up as time passed, his restless energy building, and before long Donna had grown dizzy and told him to quit it. Uncharacteristically quiet, he muttered an apology and went to stand by the railing.

She spared a moment to wonder if there was something wrong—it was hardly uncommon for him to get bored and squirmy, but it was almost always accompanied by him talking her ear off, not going quiet, so she shrugged it off and returned to her investigation of the room, her eye caught by a wall sconce that she thought would look lovely in the TARDIS library. They'd be out and searching for their supper in just a few minutes, anyway. He could relax for a few minutes.

Her reasoning was interrupted just a moment later by the sound of his voice.

"Donna," said the Doctor. His tone was tense and strained, as if he were fighting himself to get the word out. When she looked to him and walked over, his eyes were fixed in front of him, his posture stiff. He had a white-knuckled grip on the railing.

"Doctor?" She looked him over, then glanced around the room. "Are you alright?"

He ducked his head, squeezing his eyes shut, and gave a tiny nod. Donna could see his shoulders rising and falling with his laboured breaths, his jaw clenched and his body trembling ever so slightly.

"Fine," he said after a moment. "Bit sh… short of breath, is all." He reached a shaking hand up to loosen his tie, rubbing at his throat like he was trying to dislodge something tightening around it. Then he turned abruptly from the viewport and paced across the room, then back again, his shoulders hunched and his arms crossed in front of his chest. There was a certain franticness in his movements that was starting to make her nervous as well.

"Hey. Doctor." She caught his arm as he paced past her again, forcing him to stop and look at her. He had a hand at his throat again, absently scratching at the skin. His eyes weren't quite focused, as if he were somewhere else entirely, and they darted anxiously around the room, often returning to the starscape outside. "Why don't we go sit down?" she suggested, gently tugging him towards the back wall.

The Doctor hesitated, and she thought for a second he might jerk away, but he went. He sat unsteadily with his back against the wall and drew his knees up to his chest, curled in on himself. His breaths came in audible gasps now, and Donna's throat tightened in sympathy.

"Doctor?" she murmured. "Listen to me now, okay? Just remember to breathe. Can you tell me what's wrong?"

He glanced at her, then around the room again. It took him a moment to summon the resolve to say, almost inaudibly, "We've stopped."

"Can I touch you?" she asked. He considered, then nodded, and she placed a hand on his shoulder. "Why does it bother you that we've stopped?"

"There's something wrong," he muttered, "we–" He broke off, inhaling shakily. "We've broken down. We're s– stuck."

"No, Doctor, we haven't broken down." She squeezed his shoulder, hoping to get him to focus a bit. "It's alright, it's just for a minute. They need to check the engines between jumps, remember? Remember, they just said that?"

"My chest hurts," he whispered. "Donna, please, I c– I can't, I want–" He let out a choked little noise and stopped talking, fighting to take in enough air for his racing hearts. His lithe frame was shaking badly under her hand.

"Okay, it's okay," she said soothingly. "That's normal. You're perfectly fine, Doctor, just a bit nervous. Alright?"

He nodded, swallowing hard.

"I know you feel awful right now, but this isn't going to last long. I'm going to help you, okay?" Another nod, and she smiled reassuringly. "Good." With her spare hand she reached down and grabbed the Doctor's, lacing their fingers together. His palm was cold, even colder than usual, and clammy. "Did the ship stopping remind you of something?"

He nodded.

"Can you tell me what?"

With his other hand, he rubbed at his mouth; after a long moment, he managed a croak of, "Midnight."

Donna had really hoped that wouldn't be it. Her mind raced as she wracked her memory for anything she could do to help him. It was very rare for him to dissolve into panic so quickly; he knew what tended to set him off and he knew how to catch it early, before he found himself unable to control it. And from the way he fidgeted and squirmed, adjusting his position every few seconds in a desperate attempt to ease his discomfort, his fear-glazed eyes constantly flicking about the room, he certainly felt out of control now. He wasn't present enough to remember how to calm himself, perhaps even to realize that he was having a flashback and not reliving the whole thing.

Okay, then. That came first. Donna knew from experience that he would relax once convinced that nothing bad was happening in reality.

"Alright, Doctor, I just need you to listen for a moment," she said, gently rubbing his arm over his suit jacket. She took his hand and guided it down to the floor, pressing his palm to the metal; his other hand remained near his throat, playing with his collar and tie. "What do you feel?" she asked.

The Doctor swallowed, trying for a few deep breaths. "Metal," he said hoarsely. "Cold. Smooth."

"That's right," she murmured. She remembered, vaguely, him mentioning that the bus had been carpeted, and she hoped the discrepancy would help snap him out of it. "What else is there? Really think about it."

He shuddered, closing his eyes. "Your hand," he managed. "Your hand on my shoulder. The wall at my back. There's– um, the gravity. Eight point four two nine eight meters per second squared. And… and the…" His words grew more and more breathy as he failed to find something of note to keep him grounded. "Donna," he whispered, grabbing at her hand again.

"It's alright," she said, squeezing back. "I'm right here. What about sounds, Doctor, what can you hear?"

The room was pretty silent, as far as Donna was concerned, except for the Doctor's breathing. She was counting on this: she watched him struggle to pick up any noise before realizing he would have to be quieter, and he worked to slow and deepen his breaths. She knew the moment he managed to engage his respiratory bypass at last when his hand fell from his collar into his lap, and he slumped forwards in relief, his forehead nearly resting on his knees.

"That's it," she said softly. "Good, you're doing so well."

"I can hear the engines," the Doctor said. His voice was quiet and thin, as a result of him not actually taking regular breaths. "The warp ones, they're back now. Fusion-powered. I can hear… your heartbeat." This startled her a bit—she hadn't realized his hearing was that good—but she smiled at him anyways, encouraging him to keep going. "The vents. There are three vents in here, cycling the air. And–" He strained for a moment, frowning. "I can hear the passengers, on the other side of the bulkhead. Just barely."

"Perfect, Doctor, good job. Now smell?" she prompted.

After a couple minutes of readying himself for the feeling of suffocation, the Doctor let himself fall back into a regular breathing pattern. He tensed up again, squirming with discomfort, and Donna moved a hand to rub gentle circles over his hearts

"It's okay," she whispered, "you'll be okay. Deep breaths, yeah?"

He nodded tersely. Then a weak smile quirked at his lips. "I can smell your perfume," he mumbled. "It's nice. Flowery."

Donna smiled in return. "There you go."

"They're serving dinner now," he said. "Barbecue, I think…" His eyes squeezed shut, his expression pinched in distress. "Donna, it's not… working," he gasped. "Please… help me, I– I can't do it, I'm…"

"Okay. Don't panic–"

"Bit late," he said tightly.

"–you know full well that it only feels that way. You've had plenty of panic attacks before and you always calmed yourself down, right?"

He nodded, hesitantly, but Donna could see that listening to logic was at least keeping him focused, if not helping him relax. "C'mon, we didn't finish," she reminded gently. "Keep at it. Tell me a few things you can see."

"Okay," he choked out. "Okay. I just… need a m– a minute."

"Take your time," she murmured. She shuffled around to lean against the wall, pressed against his side, and wrapped an arm around the Doctor's shoulders. The other she slipped around his waist, pulling him closer to her; he turned into her embrace and let his head rest on her shoulder with a shuddering exhale, welcoming the contact. She realized that she could feel his hearts pounding even through his many layers of clothing, and worried momentarily that they would actually give out. He was shaking awfully bad, and she could tell that his panting breaths were starting to result more from physical exertion than anxiety. At this rate, he might just end up tiring himself out before he managed to calm down.

They stayed like that for a while—longer than Donna was quite sure of, all her attention fixed on soothing him—and at some point in the ordeal they must have dropped back down to normal speed. The Doctor noticed first.

"The viewport," he said finally. Donna looked up to realize that the scene outside the ship was no longer vast, empty void. A planet hung in the sky; its right half faced away from the sun, and was indistinguishable from the deep space stretching out behind it but for the lack of stars, but its left half was the most beautiful swirl of red and pale blue, shining and vivid against the black backdrop. Its poles were dusted with white, and half of a heart-shaped mark peeked out from beyond the terminator. She couldn't help but gape at it for a moment. God, she never got tired of this part—the pristine, uncluttered, detached look at things that you could only get from this far up. The feeling of utter peace that came with it.

"Wow," she breathed. She glanced down at the Doctor, still huddled in her arms, and felt guilty for forgetting about him for a second before she realized that the view was having the same effect on him. He was staring, transfixed, at the planet in the window, and although his heartbeats were still too fast and his breathing too ragged, his eyes were perfectly clear and focused. She smiled.

"Where are we?" she asked, the hand that had been wrapped around his shoulders moving to absently play with his hair.

"Nearing the edge of your solar system," he answered, his voice a bit breathless but otherwise pretty steady. "That's Pluto."

"What?" Donna took another look at the planet. "No, it can't be. Pluto's all… brown, right?"

"Ah, I'd forgotten." The Doctor smiled weakly up at her. "You lot haven't yet gotten a proper look at it. That's Pluto. You're the first human from your time to see it as it really is."

She shook her head. "Wow."

"Quite right," he agreed. He took a deep breath. "We're in space," he said, just barely loud enough for her to hear. "In a different system. In a different century."

"That's right," she said, holding him just a bit tighter, as if she could physically keep him in the room with her.

"This is a human ship. There is no chance that–" He swallowed hard. "No chance of it– of it finding me."

"Of course not," she said firmly. "You'll never see it ever again. You're completely safe. The TARDIS is just downstairs, I'm right here, and I'm not going anywhere, not this time, okay? I promise. You think I'd let anyone hurt you?"

He gave a noise that was half-laugh, half-sob. "Course not," he mumbled. "You're h– here. It's different."

"Yeah. It's different." Feeling the first stirrings of relief, Donna pressed a kiss to his forehead. "It's over now, okay? You remember that. It's all in the past and you're safe."

The Doctor nodded fervently; a little whimper escaped his throat, and he turned from the viewport to hide his face in the crook of her shoulder. She worried for a second that he was getting nervous again, but then he sniffled, letting the breath out as a sob, and she realized that he was simply overwhelmed and upset. She threaded her fingers through the short hairs at the back of his head and rubbed his back, glad that he was at least far enough out of panic mode to cry.

"Sorry," he gasped after a moment, pulling back to wipe at his eyes, though Donna's hand didn't leave his shoulder. "Sorry, I'm sorry, I'm fine. Just…"

"I know," she said. "It's okay."

"I'm… gods, I'm exhausted." He sniffed, running a hand through his hair. Though most of his symptoms were easing now, he was still trembling all over, and he looked rather faint.

"Yeah, that makes sense." Donna gave him a light smile. "Can you make it back to the TARDIS?"

The Doctor hesitated, considering, then nodded, and she stood to help him to his feet. He stumbled a bit and had to lean against the wall until his head stopped spinning, holding tightly to her hand. "Okay," he mumbled, "let's go."

He didn't let go the whole way back, only dropping her hand after they managed to sneak back into the TARDIS and to their bedroom. For once he made no complaint about the early bedtime; he was completely drained from the whole ordeal, and gladly stripped down to his vest and pants and crawled under the covers with her. He let out a quiet groan as his head hit the pillow, his eyes closing almost immediately.

Donna moved down next to him, and he welcomed the opportunity to nestle closer, throwing an arm around her middle and pulling her tight against him. She smiled at the open display of affection, guessing he was too tired to bother hiding his really very obvious desire for physical contact, and hugged him in return. He gave a shaky exhale, already nearly asleep.

"Doctor?" she murmured.

The Doctor hummed in response.

"Do you want to talk about what happened?"

His brow furrowed ever so slightly. "After," he said quietly.

Donna was momentarily overwhelmed by the pride she felt for him; he really had come so far since that first night, the first time since Midnight that she'd tucked him into bed after a nasty panic attack. He was so strong, and so brave, and she couldn't believe the progress he'd made. He didn't see it that way, she knew—he only ever seemed to recognize his shortcomings, and it broke her heart—but he would. She didn't intend to stop telling him until he did.

But the TARDIS had dimmed the lights and was producing a soothing humming noise that had her eyelids rapidly growing heavy, so for now she just whispered, "Okay."

There was a moment of silence. Assuming he'd already fallen asleep, she let herself relax and start to drift off.

She was interrupted by a soft mumble of, "Donna?"

She opened one eye. "Yes, Doctor?"

"Thank you."

A soft smile spread across her face, and she leaned down to kiss the top of his head. And if she happened to tear up a bit at the tender honesty in his tone, well, she could always put that down to simple tiredness. "I love you, Doctor," she murmured. "So much."

She felt his answering smile against her neck.

"Love you too."

* * *

When Donna woke, a couple hours later, she had to blink a few times to process what she was seeing: the Doctor, lying beside her, totally and utterly asleep.

She wasn't sure she'd ever woken before him, except to rouse him from a bad dream. She was ecstatic; she pushed herself onto one elbow to look down at him. His hair was a mess, sticking up at all angles, stray pieces covering his forehead. At some point during their nap they'd untangled themselves from each other, and he now clutched a handful of blanket to his chest, half-curled up on his side. The faint golden glow of a simulated sunset trickled in from the window at her back, making the light spattering of freckles across his nose and cheekbones stand out against his skin, and Donna thought she could detect the tiniest of smiles on his lips. He was still, except for the gentle rise and fall of his chest, a few times a minute. There was no sign that he was anything but at peace.

Donna adored him like this; he looked happy in a way that was entirely different from his "travelling" happy or even his "cuddling on the couch" happy. This was him free of all his worries, at his most relaxed. She wished she could see him like this more often.

That thought sent a twinge of sadness through her chest. He'd really gotten the short end of the stick lately. It had been… well, actually, Donna had lost track of how much time had passed since Midnight. Six months, at the least. Perhaps more. Not long at all, really, not to a Time Lord. But he'd been so amazing with everything that, these days, both of them found it easy to forget.

Not always, though. Some days it was all too clear—six months was nothing. Oh, but sod all that; she was the one being morbid, not him. How could she be thinking about all that while she had a sleeping—actually _sleeping!_ —Spaceman, curled up right beside her?

As if sensing her gaze, the Doctor woke at last with a little start and a sharp inhale.

"Easy," said Donna, putting a hand on his shoulder to stop him from pushing himself up.

His confused look melted into a drowsy smile. "Hello," he mumbled, relaxing back into the mattress.

"Hello," she murmured, smiling back. "You alright?"

He hummed happily. "Brilliant." He yawned widely, and asked, "How long've I been asleep?"

Donna glanced at her alarm clock. "Two hours?"

The Doctor blinked in surprise. "Really?" He started to push himself into a sitting position, and she had to sit up herself to push him back down.

"C'mon, there's no rush," she complained, leaning against the headboard. "Stay."

Conflicted, he said, "But I've already slept more than usual, and we haven't even eaten yet, we should really get up–"

"Oh, shut it, Martian Boy."

He complied with a fond little smile, wriggling back down the bed to curl up under the covers. His eyes closed as he settled his head against the pillows, and he let out a contented sigh. Donna couldn't help it: she reached out and brushed his hair gently out of his face, running her fingers through the fluffy strands. He nestled closer, a grin spreading across his face, and she laughed.

He opened one eye to look up at her. "What?"

"I love you," she said.

The Doctor blinked at her. Something in his expression clouded, a faint crease appearing between his brows. Donna tilted her head, studying him as she continued to play with his hair.

"Why do you do that?" she asked softly. "You always look surprised when I say that."

He blushed slightly, dropping his gaze. "Course I do. I always am.

Pursing her lips sadly, she repositioned herself to lie next to him, face to face, and cupped his cheek with her hand, idly brushing her thumb along his cheekbone. "Do you think you're ready to talk about it?"

He considered for a moment, relaxing into her touch, and nodded. "I am sorry about that," he said, his eyes drifting away from hers in embarrassment. "Sort of messed up that trip, didn't I?"

"Spaceman," she sighed with an air of pity, "I wasn't invested in the warp drive thingy in the first place."

He cracked a smile at that, taking the hint to drop it.

"Could you tell me what went wrong there?" she asked. "I mean… listen, I don't want to make assumptions, but–" she shook her head– "I thought it had just about stopped bothering you in that way. You barely even have bad dreams about it anymore. All the places we've gone since then, and nothing like that has happened."

"I know." He sniffed. "I thought so too."

There was a moment of silence, as she waited for him to elaborate. "Hey, c'mon," she said, when he continued to avoid meeting her eyes, his gaze going distant. "I can hear you thinking. Might as well say it."

"I just…" He shook his head, his brow creased in mingled confusion and hurt. "I didn't know that would happen. I don't understand. I thought I had it under control, I haven't felt like that in– in months, and I don't understand why I couldn't manage it myself, I mean, even supposing I had a valid reason at all to be concerned I should've been able to–"

"Doctor," she interrupted, "slow down. Relax."

The Doctor took a deep breath, and nodded. "Okay. Fine. I am going slow."

"Sure," Donna allowed. "So, you didn't realize that the ship was going to make you anxious, and now you're upset that it did and you're worrying what else might set you off."

He blinked. "Well, that's, erm, that would be one way, possibly, to put it." When she didn't let him off the hook with that admission, he shut his eyes, chewing on his lip as he steeled himself. "It felt bloody awful," he murmured. "I was… I was scared. Really, properly terrified. And I don't know why, honestly, the whole time I kept telling myself that it wasn't remotely the same as what happened on Midnight, for gods' sake it wasn't even the same kind of vehicle, and it just didn't work. Somewhere in my mind, I was–" He swallowed hard, his lip trembling for a split second before he regained control.

"I was convinced that that creature was about to find me. That it was about to happen all over again." His eyes met hers, and she saw the raw, fresh emotion hidden just beneath the surface. "I was so scared," he whispered.

Donna watched him for a minute, rubbing his arm absently, before he sniffed and continued. "I'd nearly forgotten what it was like, being controlled by that thing. I never want to feel like that again. Getting such a vivid reminder, it… it does worry me, yes. I don't want to risk that. S'pose I'm not as better as I thought I was." He flashed her a small smile, as if offering an apology.

"Oh, Doctor." She gave him a sad, fond look. "I'm sorry, I really am. But you know full well that you're going to have more panic attacks like that, someday. It sucks, it's bloody uncomfortable and it's perfectly normal to want it to never happen again, but it will. And then it'll stop. There's no sense worrying about that."

After a moment of consideration, he nodded. "I know."

"Does that scare you?" she asked.

"Maybe," he said quietly.

"I'm sorry."

"Ah, but you're right, of course. And in a week I'll have forgotten to worry about it." His jaw clenched. "I haven't even thought about… about Midnight, in weeks, now. Not properly, not like I used to. I thought–" He broke off abruptly, pushing himself up to sit with his back against the headboard, and ruffled his fingers through his hair restlessly, making it stick up in all directions. He let his hand fall limply to his lap. "I thought I was better." There was a note of despair in his tone that made her heart clench.

"No, don't say that," she implored, sitting up on her knees in front of him and shrugging off the bedclothes. "Of course you are. You had a bad day, that's all. I mean, sure, maybe you were taken off-guard a bit, but that doesn't mean you can't handle yourself." When his gaze remained lowered away from her, she reached out and squeezed his shoulder. "These things happen, Spaceman. Don't read into it. The important thing is that now you know for next time."

The Doctor was silent for a long time, thinking. Finally, so quiet she might've missed it, he said, "I don't want a next time, Donna. I just… I want it to be over. I'm sick of it, all of it, and I d–" His voice broke, and he crumpled in on himself, head in his hands. "I don't know what to do," he said hoarsely. "I can't do it all again, I can't."

"You won't have to," she assured him, trying to draw him out of the spiral he'd obviously gotten himself stuck in. "It was just one awful day, Doctor. You talk like it's set you back to square one."

Taking a moment to calm down a bit, the Doctor let out a shaky exhale. "That… erm… that was the first time I've really… faced it," he said, shifting in discomfort. "In real life, I mean. Not dreams. Been avoiding stuff that might remind me too much of it, 'cause I didn't think I could handle it." He sniffled, an embarrassed blush rising to his cheeks. "Guess I was right."

"God, you are so daft sometimes," Donna laughed. He looked at her quizzically. "You did handle it. Remember? You calmed yourself down."

"You calmed me down," he muttered. "You and a dwarf planet."

She shrugged. "If that's what it takes." When he still wouldn't look up from his lap, she sighed, though not unkindly. "You were brilliant today. You stayed, even though it scared you, and now you've proved that you can deal with it. You don't have to avoid this stuff anymore, that's progress! Isn't that good?"

"S'pose," he mumbled. "But…" He bit his lip, frowning, before he looked up and met her gaze. "Before, when… when I would have a– a flashback, the TARDIS…" His gaze darted downwards, his expression pinched in pain. "She used to help me. No matter how bad it got, I always knew her voice in my head was– was real, not a memory. And, y'know, she sees things the way I do. A date and time in your terms doesn't mean much, 'cause the Time War, well, you wouldn't really understand, but I suppose you could say it spanned all of time at once. Sort of. The temporal physics of it are a bit–"

"Spaceman," Donna interrupted gently. "You've gone off topic."

"Right. Sorry." The Doctor gave a small smile. "But anyways, whenever she told me when it was I always knew that… that it was okay. And she'd sing 'till I calmed down." He'd started to tear up at the memory, and he bit his lip hard until he regained control.

"Does she not do that anymore?" asked Donna, afraid that she already knew the answer.

He shook his head. "No. Not like before. It's my fault, of course, not hers," he added, his expression darkening in anger.

"Try again, Martian Boy."

"Oh– fine, fine," he grumbled. "See, I… ever since I let her back, I haven't been able to keep our bond open properly. Sometimes, when I'm focused on something else, I– I think I've accidentally been shutting her out again."

Donna reached out to rub his arm. "I'm sorry," she murmured. "I know how much you missed her."

He sniffed. "She still can't always get my attention. I don't know if she's capable of getting past my psychic barriers—frankly, I've never been very good at them—but I don't think she's ever tried. I–" He cut off, mouth slightly agape, as if fighting himself to get the words out. "I really have messed this up, Donna," he said quietly, a quaver in his voice. "I thought I'd fixed it, I really did. I just want her back, I've already ruined our bond enough, I want her back. Like before, how it used to be. I just want it to go back to– to normal. That's all. That's all I want."

The Doctor had gotten worked up again now, and was breathing hard, his expression full of pain and confusion; Donna reached up and gently brushed away the stray tears that had fallen down his cheeks, making him blush and look away.

"I'm sorry," she whispered. "I really am. I can't imagine how hard this must be for you."

His lip trembled, and he squeezed his eyes shut as more tears threatened to spill over.

"It's gonna be okay, you know. You know that, right? You haven't ruined anything. It'll take time, and effort, and you might not ever stop dealing with it entirely, but you will get better. You're gonna get your bond with her all fixed, you'll stop having nightmares, you'll get so good at managing all this you won't even notice it most of the time. That's what you do. Remember?" Donna's own vision was beginning to go a bit blurry, seeing him so upset. "You're good at this, Spaceman, just cut yourself a bit of slack. You're the strongest, bravest, most hopeful person I know, and– God, I love that about you; you're always looking forward to what's next, always. And, well, it might not be 'normal'. It might not be the same as before. But it'll still be brilliant, and I'll still be there with you to enjoy it." She smiled softly. "You of all people should know that just 'cause something's different doesn't mean it's not good."

"I know," he choked out, swallowing hard. "I know, just–" His voice broke, and he fought for a moment to regain control of himself before slowly leaning his head into his hands, his shoulders starting to shake. "I'm s– scared," he gasped. "Donna, I'm just scared."

Donna pulled him forwards the rest of the way into her arms, cradling his head against her shoulder. She held him close and rubbed his back as he sobbed and hiccuped; she knew he just needed the emotional release, after earlier's events and after weeks of little but sprightly, cheerful Doctor. Outwardly, at least. And she couldn't help but cry with him, a bit. She knew exactly what it was like to worry that it was all downhill from then. She'd never been so happy to be proved wrong, and she knew he desperately wanted the same.

"You've been thinking about this for a while, haven't you?" she murmured after a few minutes, when he gradually started to calm.

He nodded without pulling away, and sniffled.

"I kind of wish you would've talked to me," she admitted. "The longer you keep this stuff to yourself the worse you feel about it. You know that."

"Yeah." He cleared his throat awkwardly, and hugged her a little bit closer, searching for comfort. "Just thought you'd be tired of this by now. I am."

"Well, I'm not. Anything I can do to make you feel better, all you have to do is ask." She smiled, though he couldn't see. "Besides, you're easy. You already know you can do this. You just need a reminder now and again."

"I… yeah, I– I guess so." He laughed weakly. "I suppose you're right."

"See? All seems a bit better already, doesn't it?"

"Yeah. Guess it does." He drew himself up, drying his cheeks with a sleeve, and plucked at the fabric of her t-shirt. "I got your shirt all damp," he said apologetically.

"It's alright." Donna kept a hand on his shoulder as he leaned away. He looked rather disheveled, still partially dressed in his clothes from earlier, with his hair all mussed up and his eyes slightly red and puffy. But he'd lost that heavy, tired look, and she was glad to see the old familiar spark in him.

She smiled. "What do you say we try and make you feel even better?"

The Doctor tilted his head, simultaneously curious and cautious. "How d'you mean?"

"If it bothers you that the TARDIS can't always talk to you, then what do you need to do to fix it?"

He blinked, as if he'd never quite considered that question in fully-formed terms, and had to pause to think about it. _You daft man,_ Donna thought fondly.

"Telepathy, like any other brain function, works like a muscle," he said after a long moment. "I spent so long with every possible barrier in place that now it's instinct to keep them up. I suppose I probably just need to practice… letting them back down again."

"There you go," said Donna, a warm sense of pride filling her chest. She placed a hand on his shoulder. "I know this must be really frustrating," she murmured. "Hang in there, okay? You'll get your bond with her all fixed in no time. Think how good it'll be."

"Yeah." The Doctor gave a shy little smile, glancing up at her. "Er, I was actually thinking… well, I mean, only if you want to, but I thought it might be good if, y'know…"

"Oh, spit it out, Martian Boy."

"Would you help me practice?" he blurted out. Then he blushed, wincing as if he couldn't quite believe he'd said that. "What I mean is, of course, one day, would you possibly consider joining with me. Telepathically. Unless you don't want to, in which case–"

Donna held up a hand to get him to stop rambling. "You really want to do that?" she checked.

He paused, uncomfortable with her scrutiny, then nodded. "I… well, yeah," he said quietly, "I really do. Not right now, not yet, but… yeah."

That, quite honestly, came as a shock to Donna. She briefly wondered whether the ordeal on the ship had knocked a screw loose; this was the same person who, not so long ago, had barely managed to let his ship interact with him telepathically. And that wasn't a judgement on him. He just wasn't over Midnight.

By now, she'd heard every gritty detail of that day. She knew exactly how hard he'd taken it: having another being take advantage of his trust and curiosity and use his body, his voice, for its own ends. And, as much as she possibly could, she understood his hang-ups. That was a terrible, horrible, awful thing for anyone to go through, and it was perfectly reasonable to be scared of it happening again. As far as she was concerned, he had every right to never want telepathic contact with anyone else. She wasn't sure she would, in his place. What if this only made it worse? What if he couldn't handle another fully sentient being in his mind?

But then again, what if he really did need this? He wasn't like her, as she found herself repeating more often as of late; telepathy was as natural for him as sight or hearing or touch were for her. He'd lost a lot of that, after Gallifrey, but that only made it more understandable that he would want it back. She certainly couldn't deny that reinstating his bond with the TARDIS had done him good. A lot of good. Maybe, if he felt so strongly about it, this would too.

"Okay then," Donna said. "If you're sure you want to, then of course I will. I…" She shook her head, smiling. "I'd be honoured to, Spaceman," she said softly.

A tentative grin spread across his face, lighting up his eyes.

"But maybe you could give it a bit of time?" she suggested. "You must be tired, and nervous still. Don't rush yourself."

He nodded. "Thank you," he said softly. "Donna, I…" He trailed off with his mouth open, searching for the words.

"I know," she smiled. "Are you really sure you're ready for this? You don't have to."

"I think I do, actually," he mused, frowning reflectively. "Telepathy, for me, is… intrinsic. It's a part of me, part of– of my relationships—and, mind, if you don't want it that's perfectly fine, I feel lucky enough just– just knowing you, really—and, well, I miss it. I miss not being scared of it. And–" he laughed– "try as I might, I can't abandon it just 'cause it went wrong once."

Donna listened without saying a word, smiling softly as he spoke. She often found it pretty damn close to enthralling, just listening to him talk. Let alone about his own feelings: an occurrence so rare it was fascinating all on its own.

"See," he continued, "I've been tired of this for a long time. It's always the same old thing, it seems. You know? Every once in a while, something… just really bad happens, and as soon as I've pulled myself back together it cycles right back round. It's all a bit _Waiting For Godot_ , sometimes. And I can't do that forever, so…" He shrugged. "Time to try something new, yeah? Be a bit more proactive?"

Seeing the surprise on her face, he chuckled. "Speaking of which," he said, putting on a serious face, "I seem to recall promising a certain lovely, brilliant human a fancy dinner to make up for my–"

"Rubbish piloting skills?" she supplied. "Extreme distractibility? Talent for finding the only source of danger around for parsecs?"

"I was going to say _forced tinkering_ ," he grumbled. "But!" He jumped out of bed, sending the sheets he'd been sitting under flying, and began hurrying around the room, hastily dressing. "What're you still doing there?" he asked, when he realized she was still sitting on the bed. "C'mon, I'm starved!"

Donna, meanwhile, was busy going back over their conversation. "Wait, are–" she shook her head– "are we going back to the ship?"

"Course we are," he said, tossing her abandoned cardigan at her while he tried to slip a bow tie around his neck with one hand. "Whatever they were cooking smelled positively delectable! Can't miss out on that, now, can we?"

He was getting ready with such vigour that Donna found herself dressing as well, though she was still skeptical.

"I feel like I've said it a lot today," she said, "but are you sure about this?"

"Oh yes," said the Doctor, running a hand through his hair to tame it.

"What if… well, what if you panic again?"

Some of the manic energy left him, and he paused before walking over to stand in front of her. He took both her hands in his, and glanced down at his feet.

"If I don't go back, I'll only have proved to myself that I can't handle it," he said quietly. "You're right, see. I'm sick of repeating this, over and over, and it'll never stop if I keep doing the same things. I'm–" He shrugged helplessly. "I'm done running away, Donna. Metaphorically, of course," he added. "Practically, that would not be a very good idea."

Donna laughed, partially because of the joke but mostly out of incredulity. She reached up to wrap her arms loosely around his neck, and felt his hands on her waist in turn.

"You don't have to to this now, you know," she said quietly.

"I know," he murmured, his breath ghosting across her cheek.

"If you want to leave, just say."

"Okay." He tilted his head to press a kiss to her forehead, and lingered there for several long seconds. "Thank you, Donna Noble," he whispered. "For everything."

Donna drew back just enough to meet his gaze, a wonderful, warm feeling of affection spreading all through her. "You're incredible," she murmured. "And– and I'm just really proud of you. No matter how this goes, you're gonna be okay. Alright? You're gonna be brilliant."

He beamed, a tentative, hopeful smile that made her heart rhythm go a bit funny. "Gonna be okay," he said softly, an assurance meant for the both of them. Then he got that little glint in his eye, and his smile turned more excited than gentle. Donna released him just in time for him to go bounding off, grabbing his suit jacket off the foot of the bed on his way to the door. "Right!" he announced. "Dinner time!"

Donna's stomach grumbled just thinking about it, and she hurried after the Doctor. Perhaps it was the renewed energy in his step, or the genuine excitement written all over his face, or maybe just the fact that she was freshly woken from a nap and looking forward to a meal—or all of the above?—but she sensed a change in the atmosphere. In him. It baffled her that he had not only chosen to give the ship another try, even given the risk of having another awful panic attack, but was actually looking forward to it. Not that she was protesting.

He'd always been an avoidant type, but that had worsened a hundred-fold since Midnight. What else could he do, to protect himself from a creature he didn't understand and couldn't combat? Donna remembered the tense, bleak aura that had clung to him in the weeks immediately after; she remembered worrying, really worrying, that this would be the last straw for him. That he just wouldn't be able to bounce back from this one and, worse, that he didn't even care. She knew he'd felt that every aspect of his life had been contaminated by what had happened; he couldn't travel without fearing for his safety, couldn't see the TARDIS without remembering their broken bond, sometimes couldn't even exist in his own mind and body without being reminded of the raw and festering wounds he didn't know how to heal.

But he'd learned. He was still learning, and she knew he was willing to keep learning and practicing, over and over, until, one day, he came to terms with everything. It was up and down, sure. He still had days where she couldn't get him out of bed, and nights where he couldn't stand to close his eyes. They both knew that those might never stop completely, but they seemed to have reached an unspoken agreement that it didn't matter. He'd seen the worst of the universe and it had tried its damnedest to do him in, but he'd also seen the best and decided, unequivocally, that it was worth it to keep going. As far as Donna was concerned, he'd never made a more courageous decision than that, nor a more sensible one.

Watching the Doctor frolic and spin around the console, once more comfortable flying his beloved ship and eager to be testing out his hard-earned skills, she wondered how she'd ever gotten so lucky.

With one last yank of a lever and a quick glance at the monitor, the Doctor grinned and strode off towards the door. "There we go," he said. "Exactly where we were, six minutes and fifty-seven seconds after we left. How's that for rubbish piloting skills?"

Donna smiled, obliging, and joined him by the door. "Very impressive," she allowed, linking her arm with his. "Now, I think someone promised me dinner."

"Quite right, Ms Noble." He adjusted his bow tie. " _Allons-y!_ "

* * *

The Doctor wasn't alright.

No use denying it, he figured, not to himself. As comforting as it might've been to pretend otherwise, as scary as it was to admit it, he wasn't okay right now. He felt jittery and nervous yet dead tired at the same time, his thoughts were racing (and they weren't terribly pleasant thoughts), and he couldn't tell whether the persistent ache in his chest was a result of sadness or growing panic. It was all a bit overwhelming; he'd ended up going for a walk around the TARDIS until he could figure out what exactly was wrong with him. He hadn't got it yet, and was left feeling rather frustrated.

That frustration was only compounded by the fact that he'd been doing fantastically just a few hours ago. Dinner had gone well, in the end, and he and Donna had had a great time. The food hadn't been half-bad either, and by the time they'd finished eating the experimental ship had stopped off near a beautiful ice-covered exoplanet. It hadn't made him nervous that time; surrounded by people eating and chatting away, with a lovely cello piece on in the background, he found himself unable to relate the two situations.

Afterwards, Donna had hugged him and told him she was proud. Even after all the times she'd said it, the words still made his hearts do a little flip. He supposed he should probably be proud of himself as well, but truth be told he was just exhausted. Not solely from the physical strain of it all; he felt heavy, like he could sleep for a week, and in fact wanted nothing more than to do so.

It bloody pissed him off. He wanted to celebrate, to feel good about going back to the ship, but he didn't. Why didn't he?

Eventually, the Doctor found his aimless steps taking him towards the lounge, where he knew Donna would be unwinding. When he arrived, he paused in the doorway, suddenly unsure of himself; she was sitting on the sofa, lounging against the armrest with her back to him and watching some reality show on the telly. She looked relaxed and content, and he felt guilty disturbing her. He never once forgot that all this was hard on her too, and she deserved her rest. But he wanted nothing more than to go sit with her. He didn't want to be alone.

He smiled to himself, and wondered when he'd started actively seeking her out for comfort.

Donna shifted around a bit, and caught sight of him out of the corner of her eye. She turned round to face him, slinging an arm over the back of the sofa, and smiled.

"Hey," she said. "I wondered where you'd got to."

The Doctor shrugged, stuffing his hands in his pockets, and crossed the room to join her. He sat heavily next to her, letting himself sink down into the cushions, and sighed as some of the tension in his muscles was eased. It was beginning to occur to him that he was probably in desperate need of a bit of rest, but he knew there was no way he could expect to be able to sleep any time soon.

"Something the matter?" she asked, tilting her head to study him. He caught the hint of concern in her features, and his hearts sank further.

"I dunno," he mumbled, one hand going to tug at his earlobe. "Just… long day, I suppose."

"Yeah." Donna—bless her—knew him well enough to recognize the slump in his shoulders and the tired, listless look in his eyes. She shuffled a bit closer to him, wrapped an arm around his shoulders. "Anything I can do?"

"No." He shook his head. "No, you've done more than enough already."

She seemed to realize that he wouldn't be convinced otherwise right then, and didn't argue. "Do you want to call Martha?"

The Doctor considered it. He and Donna called back home rather frequently now, more often than he ever would have thought. It had become an occasion, to sit down together and dial Martha up once every couple weeks or so. It was exactly the sort of domestic thing he usually avoided like the plague, but he was beginning to warm to it. In fact, he really enjoyed it.

Predictably, he'd been reluctant to take her up on her offer after their chat at the factory. He'd spent many a sleepless night alone and miserable because he wouldn't (couldn't) rely on Donna to comfort him day in and day out. At first, it hadn't even occurred to him that perhaps he could find a bit of company in Martha, whom he wouldn't have to wake just to talk to. She had called first, in the end, and they'd made small talk for longer than the Doctor had ever small-talked; he'd never mentioned the fact that the time on his mobile told him it was after three in the morning there, because she never brought it up, but he'd let her go when she started to yawn and promised (though not in such explicit terms) that he would keep the phone nearby.

He called the next time he couldn't muster up the energy to do anything else, and he told her what had happened on Midnight. That had been the start of their regular correspondences, and it had surprised him to realize that at some point they'd become genuinely close. Much closer than they'd ever been travelling together. He'd always loved her, he loved everyone he picked up along the way, but he said it now. Again, not in such explicit terms, but he said it.

Tonight, though, the Doctor didn't think he wanted another person around.

"Nah," he said. "No use bothering her."

"Well if you did call, I'm sure she'd be glad to hear from you."

He sighed, comforted by the fact that she was probably right.

Donna studied him for a moment longer, then stood abruptly.

"Come with me," she said. There was a little glint in her eye that made him both suspicious and curious.

"Where?" he asked.

"Well, I–" she shrugged– "I figure you deserve a bit of TLC, after everything you've done today. Let me do something for you."

He hesitated. "Are you sure? You– I don't need anything, you don't have to. Honest, if you want to watch telly or get some rest, then I'd rather do that."

Donna smiled, the corners of her eyes crinkling with a look of fond exasperation. "C'mon," she murmured, taking his hand to guide him up off the sofa. He followed her out of the lounge and through the hallways, his interest piqued just enough to stave off the exhaustion.

She stopped off by their room, then the kitchen, but made him wait outside both times. He pressed his ear to the door and listened to her open and close cabinets and drawers until she finally emerged holding a picnic basket. He raised an eyebrow in question.

"You'll see," she promised, linking her free arm through his and leading him off towards the console room.

The Doctor couldn't help dreading what she might have in store, a bit; not because he didn't like her ideas, just because he wasn't keen on running around and getting into trouble at the moment.

Gods, he hated feeling like this.

Donna must've caught the change in his expression, or perhaps he'd slowed down, because she squeezed his hand. "One more minute," she assured him.

He shot her a grateful smile, leaning so he nudged her off-course as they walked. She laughed, and pushed him in return.

When they got to the console room, Donna set the basket down on the jumpseat and pulled a sticky note out of her pocket.

"You've gotta get it right this time," she warned him, passing him the note.

The Doctor took it, still skeptical, to see that on it was written space-time coordinates. He looked up at her.

"Go on, Time Boy," she urged. "Hurry it up!"

"Where did you get this?" he asked. There was a small part of him that wondered whether he was about to fly into a black hole, or get stuck in a perpetual time loop.

"I found it," she said, her eyes narrowing as he probed for information. "In a book in the library."

He stared for a moment longer, then shrugged. "Alright then!" he said, busying himself at the controls.

"You have to land at the right time!" Donna insisted, hovering over his shoulder to watch him work.

"I got it!" The Doctor checked over the coordinates one last time. Secretly, he was a bit nervous about his ability to pilot her well enough to land in the exact right spot, at the exact right time—their damaged bond still made precision travel spotty at times.

He focused on her presence in his mind, delving deeper into their connection. _Please cooperate,_ he thought. _Just this once._

He felt her laugh, in her own strange way, and he smiled. With a yank of a lever he sent them into flight, making Donna stumble and grab at the edge of the console. She shot him a wide, excited grin, just the same look as she'd given him on their first proper trip. Always that same look.

The TARDIS touched down, somewhere, with a softer jolt than usual. Out of habit the Doctor reached for the monitor, about to spin it around and get a look at where they'd landed, but Donna snatched it away.

"No peeking!" she ordered. "You stay right there. Don't move."

"Yes ma'am," he said, with a teasing little salute. She eyed him for a moment, then hurried over to the doors to peek outside. He scanned the room for any reflective surfaces through which he might be able to see the monitor, without luck.

Donna was back in a moment, wearing a barely-contained smile. "Nice flying," she said casually, snatching the basket off the jumpseat.

The Doctor grinned, knowing he'd got it right, and followed her to the doors.

He stepped out into what was unmistakably a warm summer night. The smell hit him first: the fresh, vibrant scent of greenery after a light rain, the still-damp soil. A hint of acrid limestone, if he wasn't mistaken. The air was thick and humid, but not unpleasantly so, and it was quite dark—his eyes took a second to adjust once he'd shut the door behind him. Then his breath caught in his throat.

They were standing at the top of a soaring cliff, overlooking a landscape of endless mountains. It was dark, almost black, but for the faintest orange glow on the horizon and a distant half moon in the sky; the jungle-covered slopes were barely visible, the peaks a stark white, thrusting tall and ragged into the night sky like the claw-tips of a great beast. A gentle breeze ruffled their hair as it swept along the top of the plateau, carrying with it a thousand scents, all of them sweet and calming. Rustling leaves and quiet birdsong filled the air. Overhead, the most magnificent starscape gleamed like the facets of a diamond, bright and colourful and unsullied by even the slightest light pollution, so much fuller, so much richer than Earth's night. It was comforting, somehow—so many stars looking down on them. Nothing but wilderness below.

"Oh, Donna," he whispered, turning on the spot to take in the full majesty of it. "Donna, I–"

"It's not snow, you know," she said. She tried to appear pleased with herself, but only succeeded in looking fond.

The Doctor looked back to the distant mountains.

"It's salt," Donna explained. "They've got so many salt deposits on them that the rock looks white in places."

"You did your research," he remarked, giving her a smile that he knew would betray just how touched he was by it.

She returned the smile, used one hand to sweep back a strand of hair that had been displaced by the breeze. "C'mon," she said softly. "Let's set up."

The Doctor helped her unpack the picnic basket and spread a blanket out on the sparse grass, anchoring the corners with scavenged stones. He was surprised and intrigued to find that the basket held mostly blankets, and one pillow; a thermos lay at the bottom which, upon closer inspection, contained hot chocolate. At Donna's encouragement he sat down, and she sat beside him, shifting as close as she could and wrapping an arm around his waist. With her free hand she helped him drape a blanket over both of their shoulders, shielding them from the breeze. He shivered—not from the cold, but out of contentment—and nestled a little bit closer.

Though he was loath to look away from the scenery, his curiosity quickly got the best of him. He turned to Donna, who was still watching the horizon, starlight gleaming silver in her eyes.

"Why are we out here, Donna?" he asked quietly. It felt wrong to disturb the natural soundscape, and he wasn't much in the mood to make noise anyway.

She shrugged, in such a way that made him think she knew exactly why. "Thought a change might do you good," she said. "Fresh air and all."

He turned back to the mountains, took a deep breath. He had to admit, it was nice. There was something about the great open space, something about being the only ones around for hundreds and hundreds of kilometres, about the sun still peeking from behind the horizon, letting them alone in the comfortable darkness yet still promising that dawn would come soon… it seemed to lift some of the weight from his chest. Here, he wasn't obligated to save the world, or stop an invasion, or even sleep, if he didn't want to. For once, everything ran at his pace.

 _The starlight waits._

The words rose in his mind, a memory in someone else's voice, and he let them.

 _The emptiness. The Midnight sky._

They should've frightened him. They might have, just that morning, but they didn't frighten him now. He was tired, and Donna was here, and he had better things to do than worry; there were new skies waiting for him.

With that thought came a sudden wave of emotion, so intense he thought it would choke him but not even the slightest bit unpleasant. It was freedom—the freedom of sitting on a windswept cliff-top without a care in the universe, of looking up and seeing all the endless adventures they had at their fingertips. And of knowing without a shadow of a doubt that no matter what came, no matter what the next day brought, there would always be good days, and the night would always end. That was a fact he hadn't dared enjoy in a long, long time.

A small smile crept across his face, spreading inexorably into a grin. He looked down at Donna, and she looked up at him, brow raised in question.

"I love you," he said hoarsely. "Donna, I–" He shook his head and shut his mouth, lacking the words to continue but content to watch a matching smile tug at her lips.

"I know," she murmured, and drew him into a tight hug. "I love you too, Spaceman." Then she drew back, just enough to study his face. "Are you alright?" she asked. "You're being a bit… mushy, is all."

He laughed. He brushed her hair out of her face and took in the way it shone like fire in the sun's golden light, and he kissed her forehead, and revelled in her human warmth in his arms. He turned his gaze to the sky once more and admired the transition of starscape to sun, just now approaching the ropes of the mountain ridges, casting fragmented rays across the clouds. And, inwardly, he turned his attention to his ship, waiting patiently for their return, and he felt her sing.

"I'm brilliant, Donna," he said softly.

For the first time in a long time, he knew he was telling the truth.


End file.
